As filed with the Securities and Exchange Commission on July 10, 1998
Registration No. 33-94458
- ---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ICON Cash Flow Partners L.P. Seven
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
7394
(Primary Standard Industrial Classification Code Number)
13-3835387
(I.R.S. Employer Identification No.)
600 MAMARONECK AVENUE, HARRISON, NEW YORK 10528 (914) 698-0600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
BEAUFORT J. B. CLARKE
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
This Post-Effective Amendment to the Registration Statement
shall
hereafter become effective in accordance with Section 8(c) of the
Securities
Act of 1933, as amended, or on such date as the Commission, acting pursuant
to
said Section 8(c), may determine.
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PAGE 1 of ________ PAGES EXHIBIT INDEX IS ON PAGE ________
<PAGE>
ICON CASH FLOW PARTNERS L.P. SEVEN
Cross Reference Sheet Required by Item 501(b) of Regulation S-K
Item Number and Caption Location in Prospectus
1. Forepart of the Registration Cover Pages of Registration
Statement
Statement and Outside Front and Prospectus
Cover Page of Prospectus
2. Inside Front and Outside Back Cover Page; Back Page
Cover Pages of Prospectus
3. Summary Information, Risk Summary of the Offering; Risk
Factors
Factors and Ratio of Earnings to
Fixed Charges
4. Use of Proceeds Sources and Uses of Offering
Proceeds;
Summary of Compensation; Investment
Objectives and Policies
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Cover Pages; Plan of Distribution
9. Description of Securities to be Cover Pages; Summary of the
Offering;
Registered Summary of the Partnership
Agreement;
Partnership Agreement
10. Interests of Named Experts Legal Matters; Experts
and Counsel
11. Information with Respect to Summary of the Offering; Management;
the Registrant Investment Objectives and Policies;
Summary of the Partnership
Agreement;
Financial Statements
12. Disclosure of Commission Fiduciary Responsibility;
Position on Indemnification Partnership Agreement
for Securities Act Liabilities
- ---------------------
*Not Applicable
<PAGE>
ICON CASH FLOW PARTNERS L.P. SEVEN
MASTER SUPPLEMENT NO. 2
DATED JULY 10, 1998
TO PROSPECTUS DATED NOVEMBER 9, 1995
SUMMARY
This Master Supplement No. 2 ("Master Supplement") updates and revises the
prospectus dated November 9, 1995 (the "Prospectus") and replaces all previously
dated Supplements to the Prospectus for ICON Cash Flow Partners L.P. Seven (the
"Partnership"). This Master Supplement forms a part of, and must be accompanied
by the Prospectus. All cross-references are to sections of the Prospectus, and
capitalized terms have the same definitions as those set forth in the
Prospectus.
The primary purposes of the Master Supplement are to:
* Update the Status of the Offering;
* Reflect Changes in Management;
* Update the Prior Performance of the Prior Public Programs;
* Reflect Revisions to the Partnership Agreement;
* Update Financials of Sponsor and Partnership; and
* Update Other Sections
EACH POTENTIAL INVESTOR SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND THIS MASTER
SUPPLEMENT PRIOR TO SUBSCRIBING FOR UNITS IN THE PARTNERSHIP.
-------------------------------
STATUS OF THE OFFERING
The Offering commenced on November 9, 1995 (the "Effective Date") and was
originally scheduled to terminate no later than November 9, 1997, but the
General Partner has extended the termination date so that the Offering will
terminate no later than November 9, 1998.. However, in order to avoid modifying
the outside termination dates for the Reinvestment Period and the Disposition
Period, the definition of the term Reinvestment Period in the Partnership
Agreement was revised so that the Reinvestment Period will now end on November
9, 2002 (five (5) years from the originally scheduled offering termination date
of November 9, 1997), subject to the discretion of the General Partner to extend
it for a further period of not more than an additional thirty-six (36) months.
The definition of the term Disposition Period in the Partnership Agreement was
also revised so that the Disposition Period will in no event extend beyond May
9, 2008 (ten and one-half (10 1/2) years after the originally scheduled offering
termination date of November 9, 1997), although it is expected to terminate
sooner. The material under the captions "SUMMARY OF THE OFFERING", "INVESTMENT
OBJECTIVES AND POLICIES", "SUMMARY OF THE PARTNERSHIP AGREEMENT" should be
considered revised to take these revisions into account. The Third Amended and
Restated Agreement of Limited Partnership, attached as Exhibit A to the
Prospectus, has been revised to reflect the aforementioned changes pursuant to
Amendment No. 1 dated October 1, 1997.
As of June 30, 1998, a number of investor closings have been held
reflecting the sale of 837,958.34 Units ($85,793,834) to 4,136 Limited Partners
(exclusive of the Initial Limited Partner which has withdrawn in accordance with
the procedures described in the Prospectus), which leaves a maximum of
142,061.66 Units ($14,206,166) available for sale. In view of these closings,
the eleventh (next to last) "bullet" risk factor on the cover page of the
Prospectus should be considered deleted because the Minimum Offering and the
special Pennsylvania requirement described in such material have already been
met. In view of the above-described closings, the material in the Prospectus on
pages 92-93 under the heading "PLAN OF DISTRIBUTION--Segregation of Subscription
Payments" should be considered amended by deleting this section in its entirety
and replacing it with the following:
"As soon as possible after the receipt and acceptance by the Partnership
of subscriptions pending each Closing, the Partnership will admit as
Limited Partners all subscribers whose subscriptions have been received and
accepted by the Partnership and the funds representing such subscriptions
will be released from the Partnership's segregated subscription account to
the Partnership. Thereafter, funds received through the Termination Date
will be deposited in the Partnership's segregated subscription account.
The General Partner will promptly accept or reject subscriptions for Units
after its receipt of a prospective investor's Subscription Documents and
subscription funds. Subsequent to the Initial Closing Date, it is
anticipated that Closings will be held not less frequently than twice
monthly (on the fifteenth and last day of each month) and as frequently as
once a week (provided the number of Units subscribed for is sufficient to
justify the burden and expense of a
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<PAGE>
Closing). Thereafter subscription payments would continue to be deposited
with the Bank of New York (NJ) (or another banking institution named by the
General Partner) in a special, segregated, subscription account of the
Partnership which will be maintained during the Offering Period for the
receipt and investment of subscription payments. At each Closing, the
Partnership will admit as Limited Partners, effective as of the next day,
all subscribers whose subscriptions have been received and accepted by the
Partnership and who are then eligible to be admitted to the Partnership and
the funds representing such subscriptions will be released from the
Partnership's segregated subscription account to the Partnership.
Interest earned, if any, on subscription funds of subscribers who are
accepted and admitted to the Partnership will be remitted to the
subscribers by the General Partner as soon as practicable after their
admission, and shall be calculated to reflect the length of time each
subscribers funds were held in the Partnership's segregated subscription
account, prior to their admission."
CHANGES IN MANAGEMENT
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. ("Summit"), a
subsidiary of a diversified financial and business services group based in the
United Kingdom, and Warrenton Capital Partners, L.L.C. ("Warrenton"), which was
formed by three 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.
Peter D. Beekman, Cortes E. DeRussy, Charles Duggan and Susan H. Beekman
effective August 20, 1996 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 of the acquisition, ICON Holdings
issued promissory notes ("Notes") to Peter D. Beekman, the seller, which were
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 Notes were paid in full on June 24, 1997. Peter D. Beekman's security
interest in ICON Holdings, the General Partner and the Dealer Manager was
released.
On May 29, 1998 Warrenton entered into a Stock Purchase Agreement with
Summit pursuant to which Summit has assigned its right to vote its shares in
ICON Holdings to Warrenton and agreed to transfer title of its shares to
Warrenton at a closing to be held in the future.
Inasmuch as the management of ICON Holdings and the General Partner was
in the hands of Warrenton since August of 1996, the consummation of the Stock
Purchase Agreement 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 as a result of
this change in management.
In view of the management changes described above, the material appearing
in the Prospectus under the heading "MANAGEMENT" on pages 44 to 46 of the
Prospectus, other than the first two paragraphs under such heading should be
considered replaced in their entirety by the following:
"The officers and directors of the General Partner are:
<TABLE>
<S> <C>
Beaufort J. B. Clarke Chairman, President, Chief Executive Officer and Director
Thomas W. Martin Executive Vice President, Treasurer and Director
Paul B. Weiss Executive Vice President
Allen V. Hirsch Senior Vice President
Gary N. Silverhardt Senior Vice President, Chief Financial Officer and Director
Robert W. Kohlmeyer, Jr. Senior Vice President of Operations
David W. Parr Vice President, General Counsel and Assistant Secretary
John L. Lee Secretary
</TABLE>
Page 2
<PAGE>
Beaufort J. B. Clarke, 51, became the Chairman, President, Chief Executive
Officer and Director of both the General Partner and the Dealer-Manager in
August of 1996. Prior to his present positions, Mr. Clarke was founder,
President and Chief Executive Officer of Griffin Equity Partners, Inc. (a
purchaser of equipment leasing portfolios) from October 1993 through August
1996. Previous to that time, Mr. Clarke was president of Gemini Financial
Holdings, Inc. (an equipment leasing company) from June 1990 through September
1993. Prior to that time, Mr. Clarke was a Vice President of AT&T Systems
Leasing. 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. Mr.
Clarke received a B.A. degree from the University of Virginia and a J.D. degree
from the University of South Carolina.
Thomas W. Martin, 44, was appointed Executive Vice President, Treasurer and
Director of the General Partner in August of 1996. Mr. Martin also became the
Executive Vice President and Director of the Dealer-Manager in August of 1996.
Prior to his present positions, Mr. Martin was the Executive Vice President and
Chief Financial Officer of Griffin Equity Partners, Inc. from October 1993 to
August 1996. Prior to this time, Mr. Martin was Senior Vice President and a
member of the Executive Committee of Gemini Financial Holdings from April 1992
to October 1993 and he held the position of Vice President at Chancellor
Corporation (an equipment leasing company) for 7 years. Mr. Martin has a B.S.
degree from University of New Hampshire.
Paul B. Weiss, 37, became Executive Vice President of the General Partner
responsible for lease acquisitions in November of 1996. Mr. Weiss served as
Executive Vice President and co-founder of Griffin Equity Partners, Inc. for the
period from October of 1993 through November of 1996. Prior to that time, Mr.
Weiss was Senior Vice President of Gemini Financial Holdings, Inc. from 1991 to
1993 and Vice President of Pegasus Capital Corporation (an equipment leasing
company) from 1989 through 1991. Mr. Weiss has a B.A. in Economics from
Connecticut College.
Allen V. Hirsch, 44, joined the General Partner in December of 1996 as
Senior Vice President. Mr. Hirsch also became the President and Chief Executive
Officer of the Dealer Manager in December of 1996. Prior to joining ICON, Mr.
Hirsch spent 16 years with PLM Financial Services and Affiliates most recently
as President of PLM Securities Corp. for four years and he also served as the
Vice Chairman of the Board of PLM International (an equipment leasing company)
from May of 1989 through June of 1996. Mr. Hirsch holds a B.S. degree in Civil
Engineering from the University of Illinois, an M.S. degree in Transportation
from the University of Maryland and an M.B.A. from Harvard Business School.
Gary N. Silverhardt, 38, joined ICON in 1989. He served as Vice President
and Controller from 1989 through 1996, prior to being promoted to Chief
Financial Officer. From 1985 to 1989 he was with Coopers & Lybrand, most
recently as an Audit Supervisor. Prior to 1985, Mr. Silverhardt was employed by
Katz, Schneeberg & Co. He received a B.S. degree from the State University of
New York at New Paltz and is a Certified Public Accountant.
Robert W. Kohlmeyer, Jr., 36, was appointed Vice President of Operations of
the General Partner in August of 1996. Prior to joining ICON, Mr. Kohlmeyer was
President of Corporate Capital Services, an investment banking firm, which he
founded in March 1993. Prior to that time, Mr. Kohlmeyer held the title of Vice
President with Gemini Financial Holdings from September 1991 to February 1993.
Mr. Kohlmeyer has a B.B.A. degree from Texas Christian University.
David W. Parr, 41, became Vice President and General Counsel of the General
Partner in September of 1996 and is the Assistant Secretary of the Dealer
Manager. Prior to joining ICON, Mr. Parr was Vice President, Clerk and General
Counsel of Chancellor Corporation from June of 1990 to September of 1996. Mr.
Parr served as Vice President and Associate General Counsel of American Finance
Group, Inc. (an equipment leasing company) from December of 1986 through June of
1990 and previously counseled leasing companies as an attorney with the law firm
Widett, Slater & Goldman, P.C. from 1983 through 1986. Mr. Parr received a B.A.
from Trinity College, a J.D. degree from Syracuse University and a LL.M. degree,
in taxation, from Boston University.
John L. Lee, 54, became Secretary of the General Partner in April of 1997
and serves as Senior Vice President and General Counsel of ICON Holdings Corp.
Mr. Lee was a partner at the Boston law firm of Peabody & Brown with a practice
focusing on commercial aircraft and vessel leasing and financing from 1992
through April of 1997. Prior to joining Peabody & Brown, Mr. Lee served as
General Counsel of American Finance Group, Inc., a Boston-based equipment
leasing company, for over ten years, and was earlier an associate with the law
firm of Shearman & Sterling in New York City. Mr. Lee received an A.B. degree
from the University of North Carolina (Chapel Hill) and a J.D. degree from
Harvard Law School.
Affiliates of the General Partner
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<PAGE>
ICON Securities Corp.
ICON Securities Corp., (the "Dealer-Manager"), is a New York corporation
and a wholly owned subsidiary of ICON Holdings Corp., which was formed in 1982
to manage the equity sales for investor programs sponsored by its Affiliates.
The Dealer-Manager is registered with the U.S. Securities and Exchange
Commission and is a member of the National Association of Securities Dealers,
Inc. and the Securities Investor Protection Corporation. ICON Securities Corp.
will act as the Dealer-Manager of the Offering."
RELATED CHANGES TO PROSPECTUS AS A RESULT OF CHANGE IN MANAGEMENT
The material in the first paragraph under the heading "OTHER OFFERINGS BY
THE GENERAL PARTNER AND ITS AFFILIATES - Prior Non Public Programs", on page 43
of the Prospectus should be deleted because the entities these materials
describe are no longer Affiliates of the General Partner.
The material under the heading "CERTAIN RELATIONSHIPS WITH THE
PARTNERSHIP", on page 44 of the Prospectus should be replaced in its entirety
with the following:
"The following diagram shows the relationship of the Partnership and
the General Partner with certain Affiliates of the General Partner. The
solid lines indicate common ownership and the broken lines certain
contractual relationships. All of the entities shown below are corporations
except as otherwise indicated.
<TABLE>
<S> <C> <C>
ICON Securities Corp. ________________________ ICON Capital Corp.
(the "Dealer-Manager") ("General Partner")
(100% of the outstanding (100% of the outstanding
securities of the Dealer-Manager securities of the General
is owned by ICON Holdings Corp. Partner is owned by ICON
Holdings Corp.
| |
| ICON Cash Flow Partners L.P. ||
|--------------------------- Seven (the "Partnership") ---------------|"
</TABLE>
The second paragraph under the heading "INVESTMENT OBJECTIVES AND POLICIES
- - Credit Review Procedures", on page 48 of the Prospectus which describe the
role and nature of the Investment Committee, are revised to reflect the
reduction of that Committee from five persons to four persons and to identify
the current members of the Committee. Accordingly, the second paragraph on page
48 of the Prospectus should be considered replaced in its entirety by the
following:
"The General Partner has established an Investment Committee, which has
set, and may from time to time revise, standards and procedures for the
review and approval of potential Leases and Financing Transactions by the
credit department of the General Partner (including, without limitation,
the determination whether any Person qualifies as a Creditworthy Lessee or
a Creditworthy User). The Investment Committee will be responsible for
supervising the day-to-day work of the credit department and approving
significant individual transactions or portfolio purchases as well as
transactions which vary from standard credit criteria and policies. The
Investment Committee will, at all times, consist of at least four persons
designated by the General Partner. It is anticipated that all persons
comprising the Investment Committee will be and will continue to be
officers and employees of the General Partner or an Affiliate of the
General Partner. Action by the Investment Committee shall be determined by
a majority and a report of any action taken thereby shall promptly be
delivered to the General Partner. As of the date of this Prospectus, the
members of the Investment Committee are Beaufort J. B. Clarke, Paul B.
Weiss, Thomas W. Martin and Robert W. Kohlmeyer, Jr."
UPDATE OF THE PRIOR PERFORMANCE OF THE PRIOR PUBLIC PROGRAMS
The section of the Prospectus on Page 41-43 under the heading, "OTHER
OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES-Prior Public Programs" is
amended by deleting the entire section and replacing it with the following
paragraphs:
"Prior Public Programs
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<PAGE>
"The General Partner was formed in 1985 to finance and lease equipment,
and sponsor and act as the general partner for publicly offered,
income-oriented equipment leasing limited partnerships. In addition to the
Partnership, the General Partner is the general partner of ICON Cash Flow
Partners, L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P.,
Series B ("Series B"), ICON Cash Flow Partners, L.P., Series C ("Series
C"), ICON Cash Flow Partners, L.P., Series D ("Series D"), ICON Cash Flow
Partners, L.P., Series E ("Series E") and ICON Cash Flow Partners L.P. Six
("L.P. Six"). Series A, Series B, Series C, Series D, Series E and L.P. Six
are referred to collectively as the "Prior Public Programs". The Prior
Public Programs were also publicly-offered and income-oriented equipment
leasing limited partnerships with objectives similar to the Partnership.
The General Partner and its Affiliates have also engaged in the past and
may in the future engage, to a limited extent, in the business of brokering
equipment leasing or Financing Transactions which do not meet the
investment criteria established by the General Partner and the Prior Public
Programs (such as creditworthiness, equipment types, excess transaction
size or concentration by lessee, location or industry).
As of February 1, 1989 (the final date for admission of its limited
partners), Series A had held twelve closings beginning May 6, 1988 and
ending January 8, 1989, and had received a total of $2,504,500 in limited
partner capital contributions from 222 investors. As of November 16, 1990
(the final date for admission of its limited partners), Series B had held
twenty-seven closings beginning September 22, 1989 and ending on November
16, 1990 following which a total of 1,742 investors, holding limited
partnership interests equal to the entire $20,000,000 offering of such
partnership, were admitted as limited partners in the Series B partnership.
As of June 20, 1991 (the final date for admission of its limited partners),
Series C had held thirteen closings beginning January 3, 1991 and ending on
June 20, 1991 following which a total of 1,732 investors, holding limited
partnership interests equal to the entire $20,000,000 offering of such
partnership, were admitted as limited partners in the Series C partnership.
As of June 5, 1992 (the final date for admission of its limited partners),
Series D had held nineteen closings beginning September 18, 1991 and ending
on June 5, 1992, following which a total of 3,054 investors, holding
limited partnership interests equal to the entire $40,000,000 offering of
such partnership, were admitted as limited partners in the Series D
partnership. As of August 6, 1993 (the final date for admission of its
limited partners), Series E had held 27 closings beginning July 6, 1992 and
ending on August 6, 1993, following which a total of 3,738 investors
holding limited partnership interests equal to $61,041,150 out of the
original $80,000,000 offering of such partnership were admitted as Limited
Partners to the Series E partnership. As of November 8, 1995 (the final
date for admission of its limited partners), L.P. Six had held 41 closings
beginning March 31, 1994 and ending on November 8, 1995, following which a
total of 2,272 investors holding limited partnership interests equal to
$38,385,712 out of the original $120,000,000 offering of such partnership
were admitted as Limited Partners to the Series Six partnership.
Certain of the Prior Public Programs are actively engaged in the
purchase of Equipment and the entering into and the acquiring of Leases and
Financing Transactions. As of March 31, 1998, the Prior Public Programs had
originated or acquired investments (stated in terms of their respective
original acquisition costs) (all figures in this paragraph are by original
cost) as follows: Series A had acquired a total of $6,033,973 of leased
Equipment (by original cost), $1,542,785 of Financing Transactions (by
original cost) and total investments of $7,576,758 (by original cost).
Series B had acquired a total of $61,466,203 of leased Equipment,
$4,114,770 of Financing Transactions and total investments of $65,580,973;
Series C had acquired a total of $66,504,867 of leased Equipment,
$3,752,413 of Financing Transactions and total investments of $70,257,280;
Series D had acquired a total of $112,606,672 of leased Equipment,
$20,164,549 of Financing Transactions and total investments of
$132,771,421; Series E had acquired a total of $207,778,033 of leased
Equipment, $22,998,729 of Financing Transactions and total investments of
$230,776,762; and L.P. Six had acquired a total of $142,702,746 of leased
Equipment, $12,307,967 of Financing Transactions and total investments of
$155,010,713.
As of March 31, 1998, Series A had Equipment under management (by
original cost of investment acquired less the total original cost of assets
sold) consisting of $98,055 of leases and $209,693 of Financing
Transactions which represents 2% and 14% of the original cost of
investments acquired, respectively. Series B had Equipment under management
(determined as above) consisting of $2,153,000 of leases and $1,516,343 of
Financing Transactions which represents 4% and 37% of the original cost of
investments acquired, respectively. Series C had Equipment under management
(determined as above) consisting of $4,081,683 of leases and $2,017,927 of
Financing Transactions which represents 6% and 54% of the original cost of
investments acquired, respectively. Series D had Equipment under management
(determined as above) consisting of $32,194,705 of leases and $2,783,652 of
Financing Transactions which represents 29% and 14% of the original cost of
investments acquired, respectively. Series E had Equipment under management
(determined as above) consisting of
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<PAGE>
$73,180,285 of leases and $12,233,536 of Financing Transactions which
represents 35% and 53% of the original cost of investments acquired,
respectively, L.P. Six had Equipment under management (determined as above)
consisting of $83,787,630 of leases and $4,192,552 of Financing
Transactions which represents 59% and 34% of the original cost of
investments acquired.
The percentages and amounts of cash distributions which represented
investment income (after deductions for depreciation and amortization of
initial direct costs of its investments) and a return of capital
(corresponding to a portion of the depreciation deductions for the related
equipment) for Series A through L.P. Six for each year from their
respective dates of formation through March 31, 1998 are included in
TABLE III of Exhibit B to the Master Supplement. Certain additional
investment information concerning such Programs as of March 31, 1998 is
also included in Tables I, II and V of Exhibit B to the Master Supplement.
Three of the Prior Public Programs, Series A, Series B and Series C
experienced unexpected losses in 1992 as shown on TABLE III of Exhibit B to
the Prospectus. Series A experienced losses of $133,569 in 1992 primarily
related to the bankruptcy of Richmond Gordman Stores, Inc. In 1992, Series
B wrote down its residual positions by $506,690, $138,218 of which was
related to the bankruptcy of Richmond Gordman Stores, Inc. and $368,472 of
which was related to rapid obsolescence of equipment due to unexpected
withdrawal of software support by the manufacturer. Series C wrote-down its
residual position in 1992 by $1,412,365 relating to the bankruptcy of
PharMor, Inc. which involved the reported misappropriation of funds by the
management of such company and the overstatement of inventory on its
audited financial statements. The Sponsor has taken certain steps which it
believes will assist Series A, Series B and Series C in the partial
recovery of losses, including the following: (1) foregone Administrative
Expense reimbursements for the period July 1, 1991 through September 30,
1993, to which it was otherwise entitled in the amount of $34,961 (Series
A), $697,463 (Series B) and $859,961 (Series C); (2) reduced the annual
cash distribution rate to 9% effective September 1, 1993 for Series A, B
and C to make available additional funds for supplemental reinvestments for
each of such Programs; (3) effective September 30, 1993 the Sponsor
deferred $38,081 in Series A management fees and effective November 15,
1995 and June 19, 1996, eliminated Series B and C's obligation to pay
$220,000 and $529,125, respectively, in accrued and future management fees;
(4) effective January 1, 1994 reduced the management fees which Series A,
Series B and Series C would each pay to the Sponsor to a flat rate of 2%
and effective January 1, 1995 further reduced the management fees which
Series A pays to the Sponsor to a flat rate of 1%; (5) effective January
31, 1994, converted the variable rate borrowing facilities of Series A, B
and C to fixed rate, term loan financings in the original principal amounts
of $720,000, $1,600,000 and $1,500,000, respectively, to eliminate interest
rate risk on the related portions of such Programs' portfolios; (6)
effective January 31, 1995, amended the partnership agreement of Series A,
by vote of a majority of its limited partners to (a) extend the
reinvestment period of Series A by not less than 2 nor more than 4 years,
(b) authorize loans by the Sponsor to Series A under certain conditions for
a term in excess of twelve months and up to $250,000, and (c) (as noted in
clause (4), above) decrease the rate of management fees payable by Series A
to the Sponsor to a flat 1% of gross revenues from all of its Leases and
Financing Transactions (pursuant to the amendments, the Sponsor, in
February and March 1995, lent $75,000 and $100,000, respectively, to Series
A), which was converted to a capital contribution in September, 1997; (7)
effective November 15, 1995, amended the Partnership Agreement of Series B,
by vote of a majority of its Limited Partners to (a) extend the
reinvestment period of Series B for up to four additional years and thereby
delay the start and end of the Liquidation Period, and (b) eliminate the
obligation of Series B to pay the General Partner $220,000 of the $347,000
of accrued management fees and any future management fees, and (c) limit
past management fees payable by Series B to $127,000 and require the
General Partner to pay such amount to Series B as an additional capital
contribution; and (8) effective June 19, 1996, amended the Partnership
Agreement of Series C by vote of a majority of its Limited Partners to (a)
extend the reinvestment period of Series C for up to four and one half
additional years and thereby delay the start and the end of the Liquidation
Period, and (b) eliminate the obligation of series B to pay the General
Partner $529,125 of the $634,125 of management fees and (c) limit past
management fees payable by Series C to $105,000 and require the General
Partner to pay such amount to Series C as an additional capital
contribution. There can be no assurance that the forgoing steps will be
successful in recovering the full amount of the losses of Series A, Series
B and Series C which are described in this paragraph. To the extent such
efforts are not successful and, as a result Series B or Series C do not
earn sufficient amounts through their respective remaining periods of
operations to recoup such losses, any of such Programs so effected would
not be able to return all of its respective investors' capital.
The General Partner hereby agrees that it will provide the most recent
Form 10-K, with exhibits, for the
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<PAGE>
Partnerships, upon written request (with no fee but with reimbursement
of its actual out of pocket costs and expenses of copying and mailing such
Form 10-K.)"
Management's Discussion of Financial Condition--Liquidity and
Capital Resources
The material on page 79 of the Prospectus under the heading "MANAGEMENT'S
DISCUSSION OF FINANCIAL CONDITION--Liquidity and Capital Resources", is updated
by deleting the entire section and replacing it with the following:
"The Partnership began its operations upon the Initial Closing Date of
January 19, 1996 with limited funds. Following completion of the Minimum
Offering of 12,000 Units, the proceeds of Units sold to Limited Partners
admitted at the Initial Closing were released to the Partnership from the
Escrow Account (and at subsequent Closings, from the Partnership's
subscription account), and applied to the payment or reimbursement of
Underwriting Fees, Sales Commissions and the O & O Expense Allowance,
leaving estimated Net Offering Proceeds available in the amount of
approximately 86.5% of the Gross Offering Proceeds for investment in
Equipment and Financing Transactions and payment of Acquisition Fees
(unless Commission Loans equal to 8.0% of Gross Offering Proceeds are
obtained at such Closing(s), in which case Net Offering Proceeds and
Commission Loan proceeds totaling approximately 94.5% of Gross Offering
Proceeds would be available for such purposes). As of June 30, 1998,
$74,263,654 of net offering proceeds (after payment of Sales Commissions,
Underwriting Fees and O & O Expense Allowance totaling $11,590,281--or
13.5% of Gross Offering Proceeds) available to the Partnership for
investment in equipment and financing transactions and payment of
acquisition fees. As of June 30, 1998, the Partnership has invested
$54,244,495, or 73% of such net offering proceeds. The Partnership plans to
continue to raise funds from investors by means of this Offering, and then
to use approximately 75% of Gross Offering Proceeds (inclusive of 1% of
such proceeds to established as a Reserve) together with indebtedness in at
least an equal amount to invest in Equipment and Financing Transactions.
That is, the Partnership's total Purchase Price (exclusive of Acquisition
Fees) of Equipment and Financing Transactions is expected to average
approximately 150.0% of Gross Offering Proceeds (although as much as 415.0%
of Gross Offering Proceeds could be invested using the maximum permitted
leverage of 80%). (See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS").
Pending investment in Equipment and Financing Transactions, the Net
Offering Proceeds of this Offering is held in short-term, liquid
investments. The Partnership has and will continue to establish a working
capital reserve (the "Reserve") of approximately 1% of the Gross Offering
Proceeds, which amount the General Partner believes should be sufficient to
satisfy the Partnership's general liquidity requirements. However,
liquidity could be adversely affected by unanticipated operating costs or
losses. To the extent that the Reserve is insufficient to satisfy future
cash requirements of the Partnership, the General Partner expects that
additional funds would be obtained from bank loans, short-term loans from
the General Partner, and Cash from Sales of Equipment and Financing
Transactions.
The Partnership's funds available for Investments and to meet its
capital needs are expected to undergo major fluctuations during the initial
period of operations while this Offering is proceeding and during the
period (expected to be completed no later than six (6) months thereafter)
which the Partnership's funds are being invested in Equipment and Financing
Transactions. During the balance of its operating period, except for
infusions of Cash From Operations and Cash From Sales and reinvestment of
such funds in additional Equipment and Financing Transactions, the capital
needs and resources of the Partnership are expected to be relatively
stable. For information concerning the anticipated use of proceeds from the
sale of Units, see "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS" and "INVESTMENT OBJECTIVES AND POLICIES"."
Management's Discussion of Financial Condition -- Operations
The material on page 79 of the Prospectus under the heading "MANAGEMENT'S
DISCUSSION OF FINANCIAL CONDITION--Operations", is updated by deleting the first
paragraph in its entirety and replacing it with the following:
"The Partnership was formed in May 1995 and commenced operations on
January 19, 1996. During this period commencing with the Initial Closing
Date and continuing throughout the Reinvestment Period, the Partnership has
been and will be in active operation. The operations of the Partnership
will consist primarily of the ownership and leasing of the Equipment and to
a lesser degree, making and managing the Financing
Page 7
<PAGE>
Transactions. See "INVESTMENT OBJECTIVES AND POLICIES"."
Please see Exhibit C to this Master Supplement, "ICON Cash Flow Partners
L.P. Seven Equipment Acquisitions", for information concerning the status of
equipment acquisitions by the Partnership.
As described on pages 93-95 of the Prospectus under the heading "INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES", the
Partnership has established certain minimum net worth and/or income standards
and minimum investment requirements that generally must be met by all investors.
However, as described in that section, certain states require different
standards for investors in such states. Most of the states that have special
standards are listed on pages 93-95 along with a special description of their
particular standard. Investors should be aware that investors in the states of
Massachusetts and Minnesota must meet standards that differ from those described
on page 94 of the Prospectus, instead such investors must have either (a) annual
gross income of $60,000 plus a net worth (determined exclusive of the net fair
market value of (a) his or her home, (b) home furnishings and (a) personal
automobiles) of $60,000 or (b) a net worth (determined as above) of at least
$225,000. In addition, investors in the State of California must have (I) both
(A) a net worth of not less than $45,000 (determined as above) and (B) $45,000
of annual gross income; or (ii) a net worth of at least $150,000 (determined as
above).
In addition to the foregoing, the minimum investment required has been
revised in certain states so that the material on pages 93-94 under the heading
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES--State Requirements Concerning Minimum Investor Net
Worth/Income--Minimum Investment" section, is amended by deleting the paragraph
in its entirety and replacing it with the following:
"Minimum Investment. All Investors other than Qualified Plans and IRAs: The
minimum number of Units an investor may purchase is 25 Units (other than
residents of Nebraska, for whom the minimum investment is 50 Units). Qualified
Plans and IRAs: The minimum number of Units which a Qualified Plan or an IRA may
purchase is 10 Units (except for Qualified Plans and IRAs established by
residents of the following states: Arizona, Indiana, Maine, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, New Mexico, North Carolina,
Oklahoma, Pennsylvania, South Dakota, Tennessee, Texas and Washington (for which
the minimum investment is 20 Units) and Iowa (for which the minimum IRA account
investment is 25 Units))."
REVISIONS TO THE PARTNERSHIP AGREEMENT
The Offering commenced on November 9, 1995 (the "Effective Date") and was
originally scheduled to terminate no later than November 9, 1997, but the
General Partner has extended the termination date so that the Offering will
terminate no later than November 9, 1998. However, in order to avoid modifying
the outside termination dates for the Reinvestment Period and the Disposition
Period, the definition of the term Reinvestment Period in the Partnership
Agreement was revised so that the Reinvestment Period will now end on November
9, 2002 (five (5) years from the originally scheduled offering termination date
of November 9, 1997), subject to the discretion of the General Partner to extend
it for a further period of not more than an additional thirty-six (36) months.
The definition of the term Disposition Period in the Partnership Agreement was
revised so that the Disposition Period will in no event extend beyond May 9,
2008 (ten and one-half (10 1/2) years after the originally scheduled offering
termination date of November 9, 1997), although it is expected to terminate
sooner. The Third Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), attached as Exhibit A to the Prospectus, has been
revised to reflect the aforementioned changes pursuant to an Amendment No. 1
dated October 1, 1997. This Amendment No. 1 revised the definitions of the
following terms appearing in Section 17 of the Partnership Agreement so that
each will now read as follows:
"'Disposition Period" means the period commencing on the first day
following the end of the Reinvestment Period and continuing for the period
deemed necessary by the General Partner for orderly termination of its
operations and affairs and liquidation or disposition of the Partnership's
Investments and other assets and the realization of maximum Liquidation Proceeds
therefor, which period is expected to continue not less than six (6), and not
more than thirty (30), months beyond the end of the Reinvestment Period and
which, in no event may extend beyond May 9, 2008 (ten and one-half (10 1/2)
years after the originally scheduled offering termination date of November 9,
1997)."
"'Reinvestment Period" means the period commencing with the Initial Closing
Date and ending November 9, 2002 (five (5) years from the originally scheduled
offering termination date of November 9, 1997); provided that such period may be
extended at the sole and absolute discretion of the General Partner for a
further period of not more than an additional 36 months."
"Termination Date" means the earliest of (a) the date on which the Maximum
Offering has been sold, (b) thirty six (36)
Page 8
<PAGE>
months following the Effective Date, and (c) the termination of the Offering by
the General Partner at any time."
UPDATE OF FINANCIALS OF SPONSOR AND PARTNERSHIP
The audited financial statements of ICON Cash Flow Partners L.P. Seven as
of December 31, 1997 and 1996, the unaudited financial statements of ICON Cash
Flow Partners L.P. Seven as of March 31, 1998 and for the three months ended
March 31, 1998 and 1997, and the audited financial statements of ICON Capital
Corp. as of March 31, 1998 and 1997 and for each of the years then ended are
included as Exhibit A to this Master Supplement in order to update the financial
information set forth on pages 101 to 123 of the Prospectus. Notwithstanding the
inclusion of the General Partner's financial statements, purchasers of the Units
offered hereby should be aware that they are not thereby purchasing an interest
in ICON Capital Corp. or in any of its Affiliates or in any Prior Public
Program.
EXPERTS
The audited financial statements of ICON Cash Flow Partners L.P. Seven as
of December 31, 1997 and 1996 and the audited financial statements of ICON
Capital Corp. and subsidiaries as of March 31, 1998 and 1997 and for each of the
years then ended, have been included in this Master Supplement in reliance upon
the reports of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, upon the authority of said firm as experts in
accounting and auditing.
MISCELLANEOUS UPDATES
Federal Income Tax Update
The following update to the disclosure under the caption "FEDERAL INCOME
TAX CONSEQUENCES" in the Prospectus, was included in Cumulative Supplement No. 2
dated July 26, 1996 ("Supplement No. 2") to the Prospectus and has not been
further updated since that time.
Page 60, "FEDERAL INCOME TAX CONSEQUENCES--Opinion of Tax Counsel" section, is
amended by deleting the last paragraph of such section and replacing it with the
following:
"As of the date of the opinion of Tax Counsel, no Equipment had been
acquired by the Partnership. Therefore, it was impossible at that time to
opine on the application of the tax law to the specific facts which would
exist when a particular item of Equipment was acquired and placed under
lease. The issues on which Tax Counsel declined to express an opinion, and
the likely adverse federal income tax consequences resulting from an
unfavorable resolution of any of those issues, are set forth below in the
following subsections of this Section: "-- Allocations of Profits and
Losses," "-- Tax Treatment of the Leases," "-- Cost Recovery," and "--
Limitations on Cost Recovery Deductions.""
Page 60-61, "FEDERAL INCOME TAX CONSEQUENCES--Classification as a Partnership"
section, is amended by deleting the entire section and replacing it with the
following:
"The Partnership has not applied, and does not intend to apply, for a
ruling from the Service that it will be classified as a partnership and
will not be treated as an association taxable as a corporation for federal
income tax purposes.
The Partnership has received an opinion of Tax Counsel that, under
current federal income tax laws, case law and administrative regulations
and published rulings, the Partnership will be classified as a partnership
and not as an association taxable as a corporation. Unlike a tax ruling,
however, an opinion of Tax Counsel has no binding effect on the Service or
official status of any kind, and no assurance can be given that the
conclusions reached in the opinion would be sustained by a court if
contested by the Service. In the absence of a tax ruling, there can be no
assurance that the Service will not attempt to treat the Partnership as an
association taxable as a corporation.
The opinion of Tax Counsel was based, in part, on representations of
the General Partner to the effect that: (1) the Partnership had been
organized and would be operated in substantial compliance with applicable
state statutes concerning limited partnerships, (2) the General Partner had
and would maintain throughout the life of the Partnership a net worth (not
including its interests in the Partnership or in other partnerships in
which it is a general partner) at all times equal to at least $1,000,000,
(3) the Partnership's activities would be conducted in accordance
Page 9
<PAGE>
with the provisions of the Partnership Agreement; (4) the interest of
the General Partner in each material item of Partnership income, gain,
loss, deduction or credit would be equal to at least one percent of each
such item, except for temporary allocations, if any, required under Section
704(b) or (c) of the Code; and (5) neither the General Partner nor any
person or group of persons who has a direct or indirect interest in the
General Partner (by reason of direct or indirect stock ownership, a
creditor-debtor relationship or an employer-employee relationship, or
otherwise) would at any time own, individually or in the aggregate, more
than one percent of the Units in the Partnership.
For purposes of issuing advance rulings as to the tax status of a
limited partnership that has a corporation as its sole general partner, the
Service has set forth certain guidelines, including a net worth requirement
for the general partner. The General Partner did not at the time of the
opinion of Tax Counsel and currently does not satisfy the Service's net
worth requirement for an advance ruling. Accordingly, the Partnership would
be unable to obtain an advance ruling that it will be classified as a
partnership for federal income tax purposes. The Partnership's inability to
satisfy the Service's advance ruling guidelines did not affect Tax
Counsel's opinion as to the classification of the Partnership as a
partnership for federal income tax purposes.
On May 10, 1996, the Service issued proposed regulations which would
provide a simplified elective regime for classifying certain business
organizations as partnerships or as associations taxable as a corporation.
Under these simplified rules, an entity such as the Partnership will be
deemed to constitute a partnership for federal income tax purposes unless
it files an election to be treated otherwise. Although these regulations
are proposed to be effective only for periods beginning on or after the
date that final regulations are published, they contain a transitional rule
which provides that an existing entity's claimed classification under the
current rules will be respected for all periods prior to this effective
date if (i) the entity had a reasonable basis for its claimed
classification, (ii) the entity claimed the same classification for all
prior periods, and (iii) neither the entity nor any member was notified in
writing on or before May 8, 1996 that the entity's classification is under
examination. The Partnership believes that it has a reasonable basis for
its claimed partnership classification for federal income tax purposes, and
has consistently claimed the same classification for all periods of its
existence. Further, the Partnership has not been notified that such
classification is under examination, and is not aware of any of the
Partners having received such notice. Accordingly, it appears that this
transitional rule, if ultimately adopted in final regulation form, will
apply to the Partnership.
If the Partnership is or at any time hereafter becomes taxable as a
corporation, it would be subject to federal income tax at the tax rates and
under the rules applicable to corporations generally. The major
consequences of being treated as a corporation would be that Partnership
losses would not be passed through to the Partners, and Partnership income
could be subject to double tax. Corporations are required to pay federal
income taxes on their taxable income and corporate distributions are
taxable to investors at ordinary income tax rates to the extent of the
corporation's earnings and profits and are not deductible by the
corporation in computing its taxable income. If the Partnership at any time
is taxable as a corporation, and particularly should that occur
retroactively, the effects of corporate taxation could have a substantial
adverse effect on the after-tax investment return of investors.
Furthermore, a change in the tax status of the Partnership from a
partnership to an association taxable as a corporation would be treated by
the Service as involving an exchange. Such an exchange may give rise to tax
liabilities for the Limited Partners under certain circumstances (e.g., if
the Partnership's debt exceeds the tax basis of the Partnership's assets at
the time of such exchange) even though they might not receive cash
distributions from the Partnership to cover such tax liabilities."
Page 61-62, "FEDERAL INCOME TAX CONSEQUENCES--Publicly Traded Partnerships"
section, is amended by deleting the entire section and replacing it with the
following:
"Certain limited partnerships may be classified as publicly traded
partnerships ("PTPs"). If a partnership is classified as a PTP (either at
inception or as a result of subsequent events) and derives less than 90% of
its gross income from qualified sources (such as interest and dividends,
rents from real property and gains from the sale of real property) it will
be taxed as a corporation. A PTP is defined as any partnership in which
interests are traded on an established securities market or are readily
tradeable on a secondary market or the substantial equivalent of such
market. Units in the Partnership are not currently traded on an established
securities market (and the General Partner does not intend to list the
Units on any such market). Units are also not readily tradeable on a
secondary market nor are they expected to be in the future. Therefore, the
Partnership will be a PTP only if the Units become "readily tradeable on
the substantial equivalent of a secondary market."
Page 10
<PAGE>
Limited partnership interests may be "readily tradeable" if they are
regularly quoted by persons who are making a market in the interests or if
prospective buyers and sellers of the interests have a readily available,
regular and ongoing opportunity to buy, sell or exchange interests in a
market that is publicly available, in a time frame which would be provided
by a market maker, and in a manner which is comparable, economically, to
trading on an established securities market. Limited partnership interests
are not "readily tradeable" merely because a general partner provides
information to partners regarding partners' desires to buy or sell
interests to each other or if it arranges occasional transfers between
partners.
The Service has provided certain safe harbor tests relating to PTP
status in Internal Revenue Service Notice 88-75. If the trading of
interests in a partnership falls into one of the safe harbor tests, then
interests in the partnership will not be considered to be traded on a
substantial equivalent of a secondary market and the partnership will not
be treated as a PTP. Safe harbor tests include the "5% safe harbor" test
and the "2% safe harbor" test. A partnership satisfies the "5% safe harbor"
test if the partnership interests that are sold or otherwise disposed of
during the taxable year do not exceed 5% of the total interests in
partnership capital or profits. Certain transfers ("Excluded Transfers")
are disregarded for the purpose of determining whether interests in a
partnership are to be considered readily tradeable on a secondary market or
the substantial equivalent thereof and are therefore excluded from the "5%
safe harbor" test, including transfers at death, transfers between certain
family members and block transfers (i.e., transfers by a single partner
within a 30-day period of interests representing in the aggregate more than
5% of the total interests in partnership capital or profits). In the case
of the "2% safe harbor" test, annual transfers of interests may not exceed
2% of the total partnership capital or profits. In addition to Excluded
Transfers, for the "2% safe harbor" test, transfers pursuant to a "matching
service" are not counted. "Matching service" transfers include (1) a notice
to potential buyers of the availability of partnership interests if the
sale of such interest is delayed at least 15 days after the date the
matching service is advised of such availability (the "contact date"); (2)
closing of a sale does not occur prior to 45 days after the contact date;
(3) information relating to interests for sale is removed from the matching
service within 120 days after the contact date; (4) once removed, an
investor's interest is not re-entered into the matching service for at
least 60 days; and (5) the total partnership interests sold or disposed of
(other than Excluded Transfers) during the taxable year do not exceed 10%
of the total interests in partnership capital and profits. A failure to
satisfy one of the specified safe harbor tests does not give rise to a
presumption that interests are readily tradeable on a secondary market or
the substantial equivalent thereof.
On November 29, 1995, the Service issued final regulations relating to
the definition of a PTP which would (1) modify the safe harbor tests
relating to PTP status which are contained in Internal Revenue Service
Notice 88-75 and (2) provide other guidance on the circumstances under
which interests in a partnership will be treated as publicly traded.
Although these regulations are generally effective for taxable years
beginning after December 31, 1995, this effective date is postponed for
partnerships, such as the Partnership, that were actively engaged in an
activity before December 4, 1995 to the partnership's first taxable year
beginning after December 31, 2005 (or, if earlier, the partnership's first
taxable year beginning on or after it adds a substantial new line of
business after December 4, 1995). Partnerships that qualify for this
postponed effective date may continue to rely on the provisions of Notice
88-75 for taxable years prior to the effective date of the final
regulations.
In lieu of the 5% and 2% safe harbors contained in Notice 88-75, the
final regulations provide a more limited de minimis trading exclusion. The
final regulations provide that interests in a partnership are not readily
tradable on a secondary market or the substantial equivalent thereof if the
sum of the percentage interests in partnership capital or profits
transferred during the taxable year of the partnership does not exceed 2
percent of the total interests in partnership capital or profits. Like
notice 88-75, the final regulations provide a list of excluded transfers
that are disregarded in determining whether interests in a partnership are
readily tradeable on a secondary market or the substantial equivalent
thereof and, thus, for the purpose of applying this 2% safe harbor. In
addition, the final regulations contain a qualified matching service
exclusion that is similar to the matching service exclusion set forth in
Notice 88-75 but contain certain modifications designed to prevent a
qualified matching service from operating as the substantial equivalent of
a secondary market.
In the opinion of Tax Counsel, the Partnership will not be treated as a
PTP. For the purpose of this opinion, Tax Counsel has received a
representation from the General Partner that the Units will not be listed
on a securities exchange or NASDAQ and that, acting in accordance with
Section 10.2(c) of the Partnership Agreement, the General Partner will
refuse to permit any assignment of Units which violates the "safe harbor"
tests described above. See "TRANSFER OF UNITS--Restrictions on the Transfer
of Units."
Page 11
<PAGE>
If the Partnership were classified as a PTP it would be treated for
federal income tax purposes as an association taxable as a corporation
unless 90% or more of its income were to come from the "qualified sources"
discussed above. The business of the Partnership will be the leasing and
financing of personal (not real) property. Thus, its income would not be
from such qualified sources. The major consequences of being treated as a
corporation would be that Partnership losses would not be passed through to
the Partners, and Partnership income could be subject to double tax.
Corporations are required to pay federal income taxes on their taxable
income and corporate distributions are taxable to investors at ordinary
income tax rates to the extent of the corporation's earnings and profits
and are not deductible by the corporation in computing its taxable income.
If the Partnership at any time is taxable as a corporation, and
particularly should that occur retroactively, the effects of corporate
taxation could have a substantial adverse effect on the after-tax
investment return of investors. Furthermore, a change in the tax status of
the Partnership from a partnership to an association taxable as a
corporation would be treated by the Service as involving an exchange. Such
an exchange may give rise to tax liabilities for the Limited Partners under
certain circumstances (e.g., if the Partnership's debt exceeds the tax
basis of the Partnership's assets at the time of such exchange) even though
they might not receive cash distributions from the Partnership to cover
such tax liabilities. See "-- Classification as a Partnership" and "-- Sale
or Other Disposition of Partnership Interest" in this Section."
Page 64, "FEDERAL INCOME TAX CONSEQUENCES--Allocations of Profits and Losses"
section, is amended by deleting the eighth paragraph in its entirety and
replacing it with the following:
"The tax benefits of investment in the Partnership are largely
dependent on the Service's acceptance of the allocations provided under the
Partnership Agreement. The allocations in the Partnership Agreement are
designed to have "substantial economic effect." However, because the
substantiality of an allocation having economic effect depends in part on
the interaction of such allocation with the taxable income and losses of
the Partners derived from other sources, Tax Counsel could render no
opinion on whether the allocations of Partnership income, gain, loss,
deduction or credit (or items thereof) under the Partnership Agreement will
be recognized, and no assurance can be given that the Service will not
challenge those allocations on the ground that they lack "substantial
economic effect." If, upon audit, the Service took the position that any of
those allocations should not be recognized and that position was sustained
by the courts, the Limited Partners could be taxed upon a portion of the
income allocated to the General Partner and all or part of the deductions
allocated to the Limited Partners could be disallowed."
Page 65, "FEDERAL INCOME TAX CONSEQUENCES--Deductibility of Losses: Passive
Losses, Tax Basis and "At Risk" Limitation--Tax Basis section, is amended by
deleting the first paragraph in its entirety and replacing it with the
following:
"A Limited Partner's initial tax basis in his Partnership interest will
be his capital contribution to the Partnership (i.e., the price he paid for
his Units) plus his share of Partnership indebtedness as to which no
Partner is personally liable. His tax basis will then be increased (or
decreased) by his share of income (or loss) and by his share of any
increase (or decrease) of Partnership indebtedness as to which no Partner
is personally liable, and reduced by the amount of any cash distributions.
A Limited Partner may only deduct his allocable share of Partnership
losses, if any, to the extent of his basis in his Partnership interest."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Deferred Payment Leases" section, is
amended by deleting the second paragraph in its entirety and replacing it with
the following:
"On June 3, 1996, the Service issued proposed regulations under Section
467 prescribing the manner in which these rules are to be applied, and
extending similar principles to situations involving prepaid rentals and
other situations where the amount paid under a lease agreement for the use
of property decreases during the term of the agreement. These regulations
are generally proposed to be effective for rental agreements entered into
after the date such regulations are published as final regulations in the
Federal Register. With respect to disqualified leasebacks and certain
long-term agreements, however, the regulations are currently proposed to be
effective for rental agreements entered into after June 3, 1996."
The Partnership may enter into transactions which will subject it to
these provisions. The application of such provisions could result in a
mismatching of income recognition by the Partnership and corresponding cash
flow."
Page 68, "FEDERAL INCOME TAX CONSEQUENCES--Sale or Other Disposition of
Partnership Property" section, is amended by deleting the first and second
paragraphs and replacing them with the following:
Page 12
<PAGE>
"An individual's net long-term capital gains are taxed at 28% under
current law while the maximum tax rate for ordinary income is 39.6%. For
corporations, the highest maximum tax rate for both capital gains and
ordinary income is 35%."
Because of the different individual tax rates for net long-term capital
gains and ordinary income, the Internal Revenue Code provides various rules
concerning the characterization of income as ordinary or capital and for
distinguishing between long-term and short-term gains and losses. The
distinction between ordinary income and capital gains continues to be relevant
for other purposes as well. For example, the amount of capital losses which an
individual may offset against ordinary income is limited to $3,000 ($1,500 in
the case of a married individual filing separately).
Page 72, "FEDERAL INCOME TAX CONSEQUENCES--Alternative Minimum Tax" section, is
amended by deleting the third paragraph of such section and replacing it with
the following:
"The principal "tax preference" items which must be added to taxable
income for AMT purposes include the following: (1) the excess of depletion
over the adjusted basis of the property at the end of the year, (2) the
excess of intangible drilling costs over 65% of net oil and gas income, (3)
the excess of the reserve for bad debt deductions over the deduction that
would have been allowable based on actual experience and (4) private
activity bond interest."
Page 72-73, "FEDERAL INCOME TAX CONSEQUENCES--Maximum Individual Tax Rates"
section, is amended by deleting the paragraph in its entirety and replacing it
with the following:
"The federal income tax on individuals applies at a 15%, 28%, 31% and
36% rate. In addition, the Code imposes a 10% surtax on taxable income in
excess of $250,000 ($125,000 for married individuals filing separately),
which raises the tax rate for taxpayers in this bracket to 39.6%. The
personal exemption, which is $2,500 for 1996, is reduced by 2% for each
$2,500 by which an individual's adjusted gross income exceeds $150,000 for
joint returns, $125,000 for heads of household, $100,000 for single
taxpayers, and $75,000 for married persons filing separately. An individual
is required to reduce the amount of certain of his otherwise allowable
itemized deductions by 3% of the excess of his adjusted gross income over
$100,000 or $50,000 in the case of married taxpayers filing separately. The
dollar figures set forth in this paragraph are subject to appropriate
adjustment to reflect post-1991 inflation."
13
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Financial Statements
March 31, 1998
(unaudited)
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Assets
- ------
Cash $ 6,488,653 $ 4,516,385
------------ ------------
Investment in finance leases
Minimum rents receivable 113,621,677 89,824,617
Estimated unguaranteed residual values 66,288,713 33,168,213
Initial direct costs 4,144,131 2,851,751
Unearned income (38,921,741) (23,581,783)
Allowance for doubtful accounts (300,000) (155,000)
------------ ------------
144,832,780 102,107,798
----------- -----------
Investment in estimated unguaranteed residual values 26,531,664 26,531,664
------------ ------------
Net investment in leveraged leases 11,496,061 11,146,488
------------ ------------
Equity investment in joint ventures 1,872,396 1,828,453
------------ ------------
Investment in financings
Receivables due in installments 894,646 906,283
Initial direct costs 16,155 16,480
Unearned income (194,991) (197,918)
Allowance for doubtful accounts (27,222) (22,222)
------------ ------------
688,588 702,623
------------ ------------
Other assets 756,146 1,046,031
------------ ------------
Total assets $192,666,288 $147,879,442
============ ============
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets (Continued)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $121,512,203 $ 90,575,890
Note payable - recourse 10,075,000 10,075,000
Accounts payable-equipment 1,685,320 1,011,196
Accounts payable - General Partner and affiliates, net -- 28,150
Accounts payable - other 470,820 238,586
Security deposits and deferred credits 97,114 29,162
Minority interest in joint venture 21,452 20,335
------------ ------------
133,861,909 101,978,319
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (36,885) (23,323)
Limited partners (727,819.86 and 559,842.19 units
outstanding, $100 per unit original
issue price in 1998 and 1997, respectively) 58,841,264 45,924,446
------------ ------------
Total partners' equity 58,804,379 45,901,123
------------ ------------
Total liabilities and partners' equity $192,666,288 $147,879,442
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revenues
Finance income $2,564,902 $1,099,525
Income from leveraged leases, net 344,909 380,630
Income from equity investment in joint venture 93,533 20,808
Interest income and other 92,819 24,165
Net gain on sales or remarketing of equipment -- 32,891
---------- ----------
Total revenues 3,096,163 1,558,019
---------- ----------
Expenses
Interest 1,531,238 574,541
Management fees - General Partner 478,301 357,477
Amortization of initial direct costs 423,326 310,609
Administrative expense
reimbursements - General Partner 207,548 151,194
Provision for bad debts 150,000 --
General and administrative 57,235 37,561
Minority interest in joint venture 1,116 1,094
---------- ----------
Total expenses 2,848,764 1,432,476
---------- ----------
Net income $ 247,399 $ 125,543
========== ==========
Net income allocable to:
Limited partners $ 244,925 $ 124,288
General Partner 2,474 1,255
---------- ----------
$ 247,399 $ 125,543
========== ==========
Weighted average number of limited
partnership units outstanding 680,272 314,146
========== ==========
Net income per weighted average
limited partnership unit $ .36 $ .40
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1998, the Year Ended
December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $ 1,000 $ 1,000 $ 2,000
------------ ---------- -----------
Balance at
December 31, 1995 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) -- (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units) 27,554,047 -- 27,554,047
Sales and
offering expenses (3,719,796) -- (3,719,796)
Cash distributions
to partners $ 8.18 $ 2.57 (1,361,099) (13,749) (1,374,848)
Net income 401,396 4,055 405,451
------------ ---------- -----------
Balance at
December 31, 1996 22,874,548 (8,694) 22,865,854
Proceeds from issuance
of limited partnership
units (285,927.35 units) 28,592,735 -- 28,592,735
Sales and
offering expenses (3,862,277) -- (3,862,277)
Limited partnership units
redeemed (1,625.63 units) (155,815) -- (155,815)
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (Continued)
For the Three Months Ended March 31, 1998, the Year Ended
December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Cash distributions
to partners $ 4.41 $ 6.34 (4,147,829) (41,125) (4,188,954)
Net income 2,623,084 26,496 2,649,580
----------- -------- -----------
Balance at
December 31, 1997 45,924,446 (23,323) 45,901,123
Proceeds from issuance
of limited partnership
units (167,977.67 units) 16,797,767 -- 16,797,767
Sales and offering expenses (2,267,698) -- (2,267,698)
Cash distributions to partners $ 2.34 $ .35 (1,858,176) (16,036) (1,874,212)
Net income 244,925 2,474 247,399
----------- -------- -----------
Balance at March 31, 1998 $58,841,264 $(36,885) $58,804,379
=========== ======== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 247,399 $ 125,543
------------ -----------
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Finance income portion of receivables paid directly
to lenders by lessees (2,457,589) (958,529)
Interest expense on non-recourse financing paid
directly by lessees 1,531,238 552,215
Amortization of initial direct costs 423,326 310,609
Income from leveraged leases, net (344,909) (380,630)
Allowance for doubtful accounts 150,000 --
Distribution from equity investment in joint venture 113,243 --
Income from equity investment in joint venture (93,533) (20,808)
Collection of principal - non-financed receivables 55,479 634,268
Gain on sale of equipment -- (32,891)
Change in operating assets and liabilities:
Other assets 245,642 (720,659)
Accounts payable - other 232,234 (32,438)
Security deposits and deferred credits 67,952 20,195
Accounts payable - General Partner and affiliates, net (28,150) 299,514
Minority interest in joint venture 1,117 1,094
Other, net (50,241) (41,937)
------------ -----------
Total adjustments (154,191) (369,997)
------------ -----------
Net cash provided by (used in) operating activities 93,208 (244,454)
------------ -----------
Cash flows from investing activities:
Equipment and receivables purchased (9,131,425) (3,395,281)
Initial direct costs (1,581,719) (1,164,222)
Equity investment in joint ventures (63,653) --
Proceeds from sale of equipment -- 1,793,586
------------ -----------
Net cash used in investing activities (10,776,797) (2,765,917)
------------ -----------
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from financing activities:
Issuance of limited partnership units, net of offering expenses 14,530,069 4,833,663
Proceeds from note payable affiliate -- 4,250,000
Principal payments on recourse debt -- (2,150,000)
Cash distributions to partners (1,874,212) (775,320)
----------- -----------
Net cash provided by financing activities 12,655,857 6,158,343
----------- -----------
Net increase in cash 1,972,268 3,147,972
Cash at beginning of period 4,516,385 698,301
----------- -----------
Cash at end of period $ 6,488,653 $ 3,846,273
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
For the three months ended March 31, 1998 and 1997, non-cash activities
included the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Fair value of equipment and receivables
purchased for debt and payables $(38,313,411) $(38,220,051)
Non-recourse notes payable assumed in
purchase price 36,628,091 37,741,972
Accounts payable - equipment 1,685,320 478,079
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 7,223,016 3,682,924
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (7,223,016) (3,682,924)
Decrease in investments in finance leases and financings
due to contributions to joint venture -- 5,190,238
Increase in equity investment in joint venture -- (5,190,238)
------------ ------------
$ -- $ --
============ ============
</TABLE>
Interest expense of $1,531,238 and $574,541 for the three months ended
March 31, 1998 and 1997 consisted of interest expense on non-recourse financing
paid or accrued directly to lenders by lessees of $1,531,238 and $552,216,
respectively, and other interest of $0 and $22,325, respectively.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1998
(unaudited)
1. Basis of Presentation
The financial statements of ICON Cash Flow Partners L.P. Seven (the
"Partnership") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of income for each period shown.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. Management believes that the disclosures made are adequate to make
the information represented not misleading. The results for the interim period
are not necessarily indicative of the results for the full year. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes included in the Partnership's 1997
Annual Report on Form 10-K.
2. Net Investment in Leveraged Leases
On August 20, 1996 the partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft. The aircraft is a McDonnell Douglas
DC-10-30F currently on lease to Federal Express. The purchase price was
$40,973,585, consisting of $6,000,000 in cash and the assumption of non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.
On December 31, 1996 the Partnership acquired, subject to a leveraged
lease, the residual interest in an aircraft. The aircraft is a 1976 McDonnell
Douglas DC-10-30 currently on lease to Continental Airlines. The purchase price
was $11,320,923, consisting of $2,104,262 in cash and the assumption of
non-recourse senior debt of $9,216,661.
The net investment in leveraged leases as of March 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>
<S> <C>
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ --
Estimated unguaranteed residual values 24,818,001
Initial direct costs 1,165,970
Unearned income (14,487,910)
------------
$ 11,496,061
============
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
3. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 1998 and 1997
were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C> <C>
Underwriting commissions $ 335,955 $ 111,761 Charged to Equity
Organization and offering 587,922 195,582 Charged to Equity
Acquisition fees 1,423,345 1,320,281 Capitalized
Management fees 478,301 357,477 Charged to operations
Administrative expense
reimbursements 207,548 151,194 Charged to operations
---------- ----------
Total $3,033,071 $2,136,295
========== ==========
</TABLE>
The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 4 for additional information
relating to the joint ventures.)
4. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
ICON Cash Flow L.L.C. III
- -------------------------
On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III
("ICON LLC III"), for the purpose of acquiring and managing an aircraft
currently on lease to Continental Airlines, Inc. The Partnership and Series E
contributed 99% and 1% of the cash received for such acquisitions, respectively,
to ICON Cash Flow LLC III.
ICON Receivables 1997-A L.L.C.
- ------------------------------
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned additional equipment lease and finance receivables and residuals to
1997-A. The Partnership, Series D, Series E and L.P. Six (collectively the
"1997-A Members") received a 19.97%, 17.81% 31.19% and 31.03% interest,
respectively, in 1997-A based on the present value of their related
contributions.
Information as to the financial position and results of operations of 1997-A at
March 31, 1998 is summarized below:
<TABLE>
<CAPTION>
March 31, 1998
--------------
<S> <C>
Assets $48,132,853
===========
Liabilities $42,562,421
===========
Equity $ 5,570,432
===========
Three Months Ended
March 31, 1998
--------------
Net income $ 370,203
===========
</TABLE>
ICON Receivables 1997-B L.L.C.
- ------------------------------
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio.
Information as to the financial position and results of operations of 1997-B at
March 31, 1998 is summarized below:
<TABLE>
<CAPTION>
March 31, 1998
--------------
<S> <C>
Assets $25,474,993
===========
Liabilities $21,776,767
===========
Equity $ 3,698,226
===========
Three Months Ended
March 31, 1998
--------------
Net income $ 115,207
===========
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 1998
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 19, 1996, with the admission of
26,367.95 limited partnership units at $100 per unit representing $2,636,795.17
of capital contributions. Between January 19, 1996 and December 31, 1996,
249,172.52 additional units were admitted representing $24,917,252 of capital
contributions. In 1997, 285,927.35 additional units were admitted representing
$28,592,735 of capital contributions and 1,625.63 units were redeemed. From
January 1, 1998 to March 31, 1998, 167,977.67 additional units were admitted,
bringing the total units and capital subscriptions to 727,819.86 and
$72,781,986, respectively.
The Partnership's portfolio consisted of a net investment in finance
leases, leveraged leases, equity investment in joint ventures, investment in
estimated unguaranteed residual values and financings representing 77%, 7%, 1%,
14% and less than 1% of total investments at March 31, 1998, respectively and
78%, 14%, 7%, 0% and 1% at March 31, 1997, respectively.
For the three months ended March 31, 1998 and 1997 the Partnership leased
or financed equipment with an initial cost of $47,444,836 and $44,009,376,
respectively to 6 and 15 lessees or equipment users respectively. The weighted
average initial transaction term for each quarter was 59 and 44 months
respectively.
Results of Operations for the Three Months Ended March 31, 1998 and 1997
Revenues for the three months ended March 31, 1998 were $3,096,163,
representing an increase of $1,538,144 from 1997. The increase in revenues
resulted primarily from an increase in finance income of $1,465,377, an increase
in interest income and other of $68,654 and an increase in income from equity
investment in joint ventures of $72,725. These increases were partially offset
by a decrease in income from leveraged leases of $35,721 and a decrease in net
gain on sales or remarketing of equipment of $32,891. The increase in finance
income resulted from the increase in the average size of the portfolio from 1997
to 1998. Income from equity investment in joint ventures increased due to the
Partnership's March 1997 investment in ICON Receivables 1997-A LLC, the timing
of which afforded only a partial month's income in the first quarter of 1997 as
compared to a full three months for the period ended March 31, 1997. Interest
income and other increased primarily as a result of the increase in the average
cash balance from 1997 to 1998. Net gain on sales or remarketing of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment being sold or remarketed, for which the proceeds received were in
excess of the remaining carrying value of the equipment.
Expenses for the three months ended March 31, 1998 were $2,848,764,
representing an increase of $1,416,288 from 1997. The increase in expenses was
due to an increase in interest expense of $956,697, an increase in management
fees of $120,824, an increase in amortization of initial direct costs of
$112,717, an increase in administrative expense reimbursements of $56,354, an
increase in general and administrative expense of $19,674, an increase in
provision for bad debts of $150,000 and an increase in minority interest in
joint venture of $22. Interest expense increased due to an increase in the
average debt outstanding from 1997 to 1998. Management fees, amortization of
initial direct costs, administrative expense reimbursement and general and
administrative expense increased due to an increase in the
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
March 31, 1998
average size of the portfolio from 1997 to 1998. A provision for bad debt was
made during the first quarter of 1998 as a result of an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.
Net income for the three months ended March 31, 1998 and 1997 was $247,399
and $125,543, respectively. The net income per weighted average limited
partnership unit was $.36 and $.40, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended March
31, 1998 and 1997 were capital contributions, net of offering expenses, of
$14,530,069 and $4,833,663, from limited partners, respectively, net cash
provided by operations of $93,208 and $(244,454), respectively, proceeds from
sale of equipment of $0 and $1,793,586, respectively and proceeds from affiliate
note of $0 and $4,250,000, respectively. These funds were used to make payments
on borrowings, fund cash distributions and to purchase equipment. The
Partnership intends to purchase additional equipment and fund cash distributions
utilizing capital contributions, cash provided by operations, proceeds from
sales of equipment and borrowings.
Cash distributions to limited partners for the three months ended March 31,
1998 and 1997, which were paid monthly, totaled $1,858,176 and $767,568,
respectively, of which $244,925 and $124,288 was investment income and
$1,613,251 and $643,280 was a return of capital, respectively. The monthly
annualized cash distributions rate to limited partners was 10.75% of which 1.42%
and 1.6% was investment income and 9.33% and 9.15% was a return of capital,
respectively. The limited partner distribution per weighted average unit
outstanding for the three months ended March 31, 1998 and 1997 was $2.69, of
which $.35 and $.40 was investment income and $2.34 and $2.29 was a return of
capital, respectively.
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio. On September 19, 1997 the Partnership,
Series E and L.P. Six contributed and assigned additional equipment lease and
finance receivables and residuals to 1997-A. The Partnership, Series D, Series E
and L.P. Six (collectively the "1997-A Members") received a 19.97%, 17.81%
31.19% and 31.03% interest, respectively, in 1997-A based on the present value
of their related contributions.
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio.
As of March 31, 1998, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will invest in equipment leases and
financings where it deems it to be prudent while retaining sufficient cash to
meet its reserve requirements and recurring obligations as they become due.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Financial Statements
December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
ICON Cash Flow Partners L.P. Seven:
We have audited the accompanying balance sheets of ICON Cash Flow Partners L.P.
Seven (a Delaware limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, changes in partners' equity, and cash flows
for the years ended December 31, 1997 and 1996 and for the period May 23, 1995
(date of inception) to December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners L.P.
Seven as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years ended December 31, 1997 and 1996 and for the period
May 23, 1995 (date of inception) to December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
---------------------------------
KPMG Peat Marwick
March 27, 1998
New York, New York
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
Assets
- ------
<S> <C> <C>
Cash $ 4,516,385 $ 698,301
-------------- ------------
Investment in finance leases
Minimum rents receivable 89,824,617 15,894,245
Estimated unguaranteed residual values 33,168,213 6,667,481
Initial direct costs 2,851,751 869,559
Unearned income (23,581,783) (3,515,258)
Allowance for doubtful accounts (155,000) (65,000)
-------------- ------------
102,107,798 19,851,027
-------------- ------------
Investment in estimated unguaranteed residual values 26,531,664 12,325,000
-------------- ------------
Net investment in leveraged leases 11,146,488 9,980,633
-------------- ------------
Equity investment in joint ventures 2,022,052 --
-------------- ------------
Investment in financings
Receivables due in installments 906,283 6,619,755
Initial direct costs 16,480 143,565
Unearned income (197,918) (1,271,152)
Allowance for doubtful accounts (22,222) (10,000)
-------------- ------------
702,623 5,482,168
-------------- ------------
Other assets 852,432 148,941
-------------- ------------
Total assets $ 147,879,442 $ 48,486,070
============== ============
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets (Continued)
December 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
Liabilities and Partners' Equity
--------------------------------
<S> <C> <C>
Notes payable - non-recourse $ 90,575,890 $ 11,089,945
Note payable - recourse 10,075,000 12,225,000
Accounts payable-equipment 1,011,196 1,790,717
Accounts payable - General Partner and affiliate 28,150 438,297
Accounts payable - other 238,586 54,114
Security deposits and deferred credits 29,162 6,188
Minority interest in joint venture 20,335 15,955
-------------- --------------
101,978,319 25,620,216
-------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (23,323) (8,694)
Limited partners (559,842.19 and 275,540.47 units
outstanding, $100 per unit original
issue price in 1997 and 1996, respectively) 45,924,446 22,874,548
-------------- --------------
Total partners' equity 45,901,123 22,865,854
-------------- --------------
Total liabilities and partners' equity $ 147,879,442 $ 48,486,070
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31, 1997 and 1996 and for the
Period May 23, 1995 (date of inception) to December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
Revenues
<S> <C> <C> <C>
Finance income $ 6,155,775 $ 939,924 $ --
Net gain on sales or remarketing of equipment 1,748,790 -- --
Income from leveraged leases, net 1,291,331 366,790 --
Income from equity investment in joint ventures 436,216 -- --
Interest income and other 117,132 257,355 --
------------- ----------- --------
Total revenues 9,749,244 1,564,069 --
------------- ----------- --------
Expenses
Interest 3,652,517 398,200 --
Management fees - General Partner 1,522,045 264,784 --
Amortization of initial direct costs 932,123 230,785 --
Administrative expense
reimbursements - General Partner 652,319 117,809 --
General and administrative 186,280 72,040 --
Provision for bad debts 150,000 75,000 --
Minority interest in joint ventures 4,380 -- --
------------- ----------- --------
Total expenses 7,099,664 1,158,618 --
------------- ----------- --------
Net income $ 2,649,580 $ 405,451 $ --
============= =========== ========
Net income allocable to:
Limited partners $ 2,623,084 $ 401,396 $ --
General Partner 26,496 4,055 --
------------- ----------- --------
$ 2,649,580 $ 405,451 $ --
============= =========== ========
Weighted average number of limited
partnership units outstanding 413,677 156,222 --
============= =========== ========
Net income per weighted average
limited partnership unit $ 6.34 $ 2.57 $ --
============= =========== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1997 and 1996
and for the Period May 23, 1995 (date of inception)
to December 31, 1995
Limited Partner Distributions
-----------------------------
<TABLE>
<CAPTION>
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $ 1,000 $ 1,000 $ 2,000
------------- --------- ------------
Balance at
December 31, 1995 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) -- (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units) 27,554,047 -- 27,554,047
Sales and
offering expenses (3,719,796) -- (3,719,796)
Cash distributions
to partners $ 8.18 $ 2.57 (1,361,099) (13,749) (1,374,848)
Net income 401,396 4,055 405,451
------------- --------- ------------
Balance at
December 31, 1996 22,874,548 (8,694) 22,865,854
Proceeds from issuance
of limited partnership
units (285,927.35 units) 28,592,735 -- 28,592,735
Sales and
offering expenses (3,862,277) -- (3,862,277)
Limited partnership units
redeemed (1,625.63 units) (155,815) -- (155,815)
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (continued)
For the Years Ended December 31, 1997 and 1996
and for the Period May 23, 1995 (date of inception)
to December 31, 1995
Limited Partner Distributions
-----------------------------
<TABLE>
<CAPTION>
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Cash distributions
to partners $ 4.41 $ 6.34 (4,147,829) (41,125) (4,188,954)
Net income 2,623,084 26,496 2,649,580
------------- ----------- -------------
Balance at
December 31, 1997 $ 45,924,446 $ (23,323) $ 45,901,123
============= =========== =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,649,580 $ 405,451 $ --
--------------- -------------- ---------
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on sale of equipment (1,748,790) -- --
Allowance for doubtful accounts 102,222 75,000 --
Finance income portion of
receivables paid directly
to lenders by lessees (5,912,799) (608,965) --
Amortization of initial direct costs 932,123 230,785 --
Interest expense on non-recourse
financings paid directly by lessees 3,463,617 395,645 --
Collection of principal
- non-financed receivables 516,966 498,027 --
Income from leveraged leases, net (1,291,331) (366,790) --
Income from equity investment in joint ventures (436,216) -- --
Distribution from equity investment in joint ventures 5,258,223 -- --
Change in operating assets and liabilities:
Other assets (703,491) (148,941) --
Account payable to General Partner and affiliates, net (410,147) 438,297 --
Accounts payable - other 184,472 54,114 --
Minority interest in joint ventures 4,380 15,955 --
Security deposits and deferred credits 22,974 6,189 --
Other, net 223,547 (20,868) --
--------------- -------------- ---------
Total adjustments 205,750 568,448 --
--------------- -------------- ---------
Net cash provided by operating activities 2,855,330 973,899 --
--------------- -------------- ---------
Cash flows from investing activities:
Equipment and receivables purchased (20,121,149) (19,898,183) --
Proceeds from sale of equipment 7,315,408 - --
Initial direct costs (3,363,765) (2,737,818) --
Equity investment in joint ventures (1,259,244) (100,000) --
--------------- -------------- ---------
Net cash used in investing activities (17,428,750) (22,736,001) --
--------------- -------------- ---------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from financing activities:
Issuance of limited partnership units,
net of offering expenses 24,730,458 23,834,251 --
Proceeds from affiliate loan 4,250,000 -- --
Principal payment on loans from affiliate (4,250,000) -- --
Principal payment on notes payable recourse (2,150,000) -- --
Cash distributions to partners (4,188,954) (1,374,848) --
Initial limited and General Partner capital contributions -- -- 2,000
Refund of initial limited partners'
capital contribution -- (1,000) --
--------------- ------------- -------------
Net cash provided by financing activities 18,391,504 22,458,403 2,000
--------------- ------------- -------------
Net increase in cash 3,818,084 696,301 2,000
Cash at beginning of year 698,301 2,000 --
--------------- ------------- -------------
Cash at end of year $ 4,516,385 $ 698,301 $ 2,000
=============== ============= =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Interest expense of $3,652,517 and $398,200 for the years ended December
31, 1997 and 1996 consisted of: interest expense on non-recourse financings paid
or accrued to lenders by lessees of $3,463,617 and $395,645, respectively, and
other interest of $188,900 and $2,555, respectively.
For the years ended December 31, 1997 and 1996, non-cash activities
included the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Fair value of equipment and receivables
purchased for debt and payables $(100,824,655) $ (59,189,952)
Non-recourse and recourse notes payable
assumed in purchase price 99,813,459 57,399,235
Accounts payable - equipment 1,011,196 1,790,717
Decrease in investment in finance leases due
to terminations 6,025,115 --
Decrease in notes payable non-recourse
due to terminations (6,025,115) --
Decrease in investments in finance leases and
financings due to contribution to joint ventures 5,391,216 --
Increase in equity investment in joint ventures (5,391,216) --
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 17,766,016 3,625,762
Principal and interest on non-recourse
financings paid directly to lenders
by lessees (17,766,016) (3,625,762)
------------- --------------
$ -- $ --
============= ==============
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1997
1. Organization
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of
$2,000. It was formed to acquire various types of equipment, to lease such
equipment to third parties and, to a lesser degree, to enter into secured
financing transactions. The Partnership's maximum offering is $100,000,000. The
Partnership commenced business operations on its initial closing date, January
19, 1996, with the admission of 26,367.95 limited partnership units at $100 per
unit representing $2,636,795 of capital contributions. As of December 31, 1997,
535,099.87 additional units had been admitted into the Partnership with
aggregate gross proceeds of $53,509,987 bringing the total admission to
561,467.82 units totaling $56,146,782 in capital contributions. During 1997,
1,625.63 units were redeemed, leaving 559,842.19 partnership units outstanding
at December 31, 1997.
In the third quarter of 1997 the Partnership received approval from the
Securities and Exchange Commission to extend the Partnership's offering period
by twelve months. The Partnership's offering period will end no later than
November 9, 1998.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will manage and
control the business affairs of the Partnership's equipment, leases and
financing transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership, including underwriting
commissions, sales commissions, incentive fees, public offering expense
reimbursements and due diligence activities will be limited to 13 1/2% of the
gross proceeds received from the sale of the units. Such offering expenses
aggregated $7,579,816 (including $3,088,993 paid to the General Partner or its
affiliates (See Note 10) and were charged directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to the limited partners and 1% to the General Partner until each
limited partner has received cash distributions and disposition proceeds
sufficient to reduce its adjusted capital contribution account to zero and
receive, in addition, other distributions and allocations which would provide a
10% per annum cumulative return, compounded daily, on its outstanding adjusted
capital contribution account. After such time, the distributions will be
allocated 90% to the limited partners and 10% to the General Partner.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure 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.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or leveraged leases. For finance leases, the
Partnership records, at the inception of the lease, the total minimum lease
payments receivable, the estimated unguaranteed residual values, the initial
direct costs related to the leases and the related unearned income. Unearned
income represents the difference between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. The Partnership's net investment in
leveraged leases consists of minimum lease payments receivable, the estimated
unguaranteed residual values and the initial direct costs related to the leases,
net of the unearned income and principal and interest on the related
non-recourse debt. Unearned income is recognized as income from leveraged leases
over the life of the lease at a constant rate of return on the positive net
investment. Initial direct costs of finance leases and leverage leases are
capitalized and are amortized over the terms of the related leases using the
interest method. The Partnership's leases have terms ranging from two to five
years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investments along
with investment income.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income, and the initial direct costs are amortized, over
the terms of the receivables using the interest method. Financing transactions
are supported by a written promissory note evidencing the obligation of the user
to repay the principal, together with interest, which will be sufficient to
return the Partnership's full cost associated with such financing transaction,
together with some investment income. Furthermore, the repayment obligation is
collateralized by a security interest in the tangible or intangible personal
property.
Investment in Estimated Unguaranteed Residual Value - The Partnership
purchased a 50% interest of an option to acquire equipment during 1996. The
Partnership purchased a 100% interest of an option to acquire equipment during
1997. The assets will be carried at cost until sale or release of the equipment,
at which time a gain or loss will be recognized on the transactions. No income
will be recognized until the underlying equipment is sold or released. (See Note
3 for discussion of investment in estimated unguaranteed residual value).
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments, except for lease related instruments. At December 31, 1997, the
carrying value of the Partnership's financial assets other than lease related
investments and liabilities approximates fair value.
Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency, an assessment of
overall risk and a review of historical loss experience. The Partnership's
write-off policy is based on an analysis of the aging of the Partnership's
portfolio, a review of the non-performing receivables and leases, and prior
collection experience. An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.
Impairment of Estimated Residual Values - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," which was effective beginning in 1996.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The events
or changes in circumstances which generally indicate that the residual value of
an asset has been impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
As a result, the Partnership's policy with respect to measurement and
recognition of an impairment loss associated with estimated residual values is
consistent with the requirements of SFAS No. 121 and, therefore, the
Partnership's adoption of this Statement in the first quarter of 1996 had no
material effect on the financial statements.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
New Accounting Pronouncements - In June 1996 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 125 establishes, among other things,
criteria for determining whether a transfer of financial assets is a sale or a
secured borrowing effective for all transfers occurring after December 31, 1997.
The adoption of SFAS No. 125 is not expected to have a material impact on the
Partnership's net income, partners' equity or total assets.
3. Gain on Disposal of Residual Interest
In December 1997 the Partnership disposed of its residual interest in two
offshore supply vessels owned by Energy Land Corp. The disposal of the residual
interest occurred in connection with the sale of the vessels to Hvide Marine,
Inc. The vessels had previously been chartered by Occidental Equipment and
Services, Inc. The Partnership's interest was acquired on April 9, 1997 for
$3,430,000 cash. The Partnership paid $278,500 in initial direct costs related
to the transaction. The residual interest was disposed of for total cash
proceeds of $5,864,138. The Partnership earned $446,028 on the transaction from
April 1997 through December 1997. The Partnership recognized a $1,709,610 gain
upon disposal of its interest.
4. Residual Investment
On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire a 100% interest in a drilling rig. The purchase price of the 50%
investment was $12,325,000.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
On July 31, 1997, the Partnership purchased an option to acquire a 100%
interest on three Boeing 737-300 aircraft, currently on lease with Continental
Airlines. The purchase price was $14,206,664 and consisted of $1,237,500 in cash
and $12,969,164 in non-recourse notes.
5. Net Investment in Leveraged Leases
On August 20, 1996, the Partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft on lease with Federal Express. The aircraft
is a 1986 McDonnell Douglas DC-10-30F, and has a remaining term of seven years.
The purchase price was $40,973,585, consisting of $6,000,000 in cash and the
assumption of non-recourse senior debt of $26,217,294 and non-recourse junior
debt of $8,756,291.
On December 31, 1996, the Partnership acquired, subject to a leveraged
lease, an aircraft on lease with Continental Airlines, Inc. The aircraft is a
1976 McDonnell Douglas DC-10-30 and has a remaining term of five years. The
purchase price was $11,320,923 consisting of $2,104,262 in cash and the
assumption of non-recourse senior debt of $9,216,661.
The net investment in the leveraged leases as of December 31, 1997 consisted of
the following:
<TABLE>
<S> <C>
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ 1,071,000
Estimated unguaranteed residual values 24,818,001
Initial direct costs 1,231,377
Unearned income (15,973,890)
--------------
$ 11,146,488
==============
</TABLE>
Unearned income is recognized from leveraged leases over the life of the
lease at a constant rate of return on the positive net investment.
Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1997 are $51,610,515 and are due as follows:
<TABLE>
<S> <C> <C>
1998 $ 7,742,360
1999 7,742,360
2000 8,022,359
2001 8,022,359
2002 8,022,360
Thereafter 12,058,717
-----------
$51,610,515
===========
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Principal and interest on non-recourse debt assumed in the purchase of the
leveraged leases is $50,539,515 at December 31, 1997 and matures as follows:
<TABLE>
<S> <C> <C>
1998 $ 7,742,360
1999 7,742,360
2000 7,742,359
2001 7,742,359
2002 7,742,359
Thereafter 11,827,718
-----------
$50,539,515
===========
</TABLE>
Prior to the acquisition of the Federal Express transaction, the free cash
flow, the rent in excess of the senior debt payments, was financed by an
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e., the
junior debt). On January 29, 1997, the Partnership refinanced a portion of the
junior debt with a third party.
6. Receivables Due in Installments
Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:
<TABLE>
<CAPTION>
Finance
Year Leases Financings Total
---- ------ ---------- -----
<S> <C> <C> <C> <C>
1998 $23,412,651 $ 293,446 $ 23,706,097
1999 20,291,755 190,239 20,481,994
2000 16,181,430 183,345 16,364,775
2001 9,857,704 149,805 10,007,509
2002 8,022,360 89,448 8,111,808
Thereafter 12,058,717 -- 12,058,717
----------- ----------- -------------
$89,824,617 $ 906,283 $ 90,730,900
=========== =========== =============
</TABLE>
7. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following:
<TABLE>
<CAPTION>
Finance
Leases Financings Total
------ ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1995 $ -- $ -- $ --
Charged to operations 65,000 10,000 75,000
----------- ----------- ----------
Balance at December 31, 1996 65,000 10,000 75,000
Charged to operations 90,000 60,000 150,000
Accounts written-off -- (47,778) (47,778)
----------- ----------- ----------
Balance at December 31, 1997 $ 155,000 $ 22,222 $ 177,222
=========== =========== ==========
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
8. Notes Payable
Notes payable consists of notes payable non-recourse, which are being paid
directly to the lenders by the lessees, and notes payable recourse, which
relates to the Partnership's acquisition of a residual investment (See Note 4).
The notes bear interest at rates ranging from 6.5% to 9.4%. These notes mature
as follows:
<TABLE>
<CAPTION>
Notes Payable Note Payable
Year Non-Recourse Recourse Total
---- ------------ -------- -----
<S> <C> <C> <C> <C>
1998 $ 25,575,394 $ 2,250,000 $ 27,825,394
1999 21,998,436 2,250,000 24,248,436
2000 16,574,146 5,575,000 22,149,146
2001 7,447,607 -- 7,447,607
2002 4,872,512 -- 4,872,512
Thereafter 14,107,795 -- 14,107,795
---------------- -------------- ------------
$ 90,575,890 $ 10,075,000 $100,650,890
================ ============== ============
</TABLE>
9. Investment in Joint Ventures
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
ICON Cash Flow L.L.C. III
- -------------------------
On December 31, 1996, the Partnership and an affiliate, ICON
Cash Flow Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners
L.L.C. III ("ICON LLC III"), for the purpose of acquiring and managing an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $10,905,228. The lease is a leveraged lease
and the lease term expires in March 2003. Profits, losses, excess cash and
disposition proceeds are allocated 99% to the Partnership and 1% to Series E.
The Partnership's financial statements include 100% of the assets and
liabilities of ICON LLC III. Series E's investment in ICON LLC III has been
reflected as "Minority interest in joint venture."
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
ICON Receivables 1997-A L.L.C.
- ------------------------------
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals with a net book
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose entity created for the purpose of originating new leases, managing
existing contributed assets and, eventually, securitizing its portfolio. In
order to fund the acquisition of new leases, 1997-A obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.
On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned equipment lease and finance receivables and residuals with a net
book value of $0, $15,547,305 and $5,225,794 and cash of $484,244, $740,000 and
$300,000, respectively to 1997-A. The Partnership, Series D, Series E and L.P.
Six (collectively the "1997-A Members") received a 19.97%, 17.81% 31.19% and
31.03% interest, respectively, in 1997-A based on the present value of their
related contributions.
On September 19, 1997, 1997-A securitized substantially all of its
equipment leases and finance receivables and residuals. The net proceeds from
the securitization totaled $47,140,183, of which $16,658,877 was used to pay
down the 1997-A Facility, and the remaining proceeds, after establishing
reserves for expenses, were distributed to the 1997-A Members based on their
respective interests. The Partnership's share of the net proceeds from the
securitization totaled $4,889,804. 1997-A became the beneficial owner of a
trust. The trustee for the trust is Texas Commerce Bank ("TCB"). In conjunction
with this securitization, the portfolio as well as the General Partner's
servicing capabilities were rated "AA" by Duff & Phelps and Fitch, both
nationally recognized rating agencies. The General Partner, as servicer, is
responsible for managing, servicing, reporting on and administering the
portfolio. 1997-A remits all monies received from the portfolio to TCB. TCB is
responsible for disbursing to the noteholders their respective principal and
interest and to 1997-A the excess of cash collected over debt service from the
portfolio. The 1997-A Members received their pro rata share of any excess cash
on a monthly basis from 1997-A. The Partnership used these proceeds to payoff
the $4,250,000 note payable to 1997-A.The Partnership accounts for its
investment in 1997-A under the equity method of accounting. The 1997-A Members
may receive, in accordance with their membership interests, additional proceeds
if 1997-A generates excess cash (cash after payment of debt and expenses).
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position and results of operations of 1997-A as
of and for the year ended December 31, 1997 is summarized below:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Assets $ 50,911,005
============
Liabilities $ 45,143,569
============
Equity $ 5,767,436
============
Year Ended
December 31, 1997
-----------------
Net income $ 1,298,430
============
</TABLE>
ICON Receivables 1997-B L.L.C.
- ------------------------------
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio. The 1997-B Members contributed $500,000 (16.67% interest), $250,000
(8.33% interest) and $2,250,000 (75.00% interest), respectively to 1997-B. In
order to fund the acquisition of additional leases, 1997-B obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-B
Facility"). Borrowings under the 1997-B Facility are based on the present value
of the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Facility bear interest
equal to Libor plus 1.5%. Collections of receivables from leases are used to pay
down the 1997-B Facility, however, in the event of a default, all of 1997-B's
assets are available to cure such default. The net proceeds from the expected
securitization of these assets will be used to pay-off the remaining 1997-B
Facility balance and the remaining proceeds will be distributed to the 1997-B
Members in accordance with their membership interests. The Partnership accounts
for its investment in 1997-B under the equity method of accounting. The 1997-B
Members may receive, in accordance with their membership interests, additional
proceeds if 1997-B generates excess cash (cash after payment of debt and
expenses).
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position and results of operations of 1997-B as
of and for the year ended December 31, 1997 is summarized below:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Assets $ 18,209,360
=============
Liabilities $ 15,008,185
=============
Equity $ 3,201,175
=============
Year Ended
December 31, 1997
-----------------
Net income $ 201,175
=============
</TABLE>
10. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the year ended December 31, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C> <C>
Underwriting commissions $ 1,123,270 $ 551,081 Charged to Equity
Organization and offering expenses 1,965,723 964,391 Charged to Equity
Acquisition fees 2,934,301 2,737,818 Capitalized
Management fees 1,522,045 264,784 Charged to operations
Administrative expense
reimbursements 652,319 117,809 Charged to operations
------------- ------------
Total $ 8,197,658 $ 4,635,883
============= ============
</TABLE>
The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 9 for additional information
relating to the joint ventures.)
On March 11, 1997, the Partnership borrowed $4,250,000 from 1997-A, an
affiliate of the Partnership (See Note 8). The note was a short term note, bore
interest at Libor plus 1.5% and was paid from the Partnership's share of
securitization proceeds in September 1997.
11. Commitments and Contingencies
The Partnership, from time to time, has and will enter into remarketing and
residual sharing agreements with third parties. In connection therewith,
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas. As of December 31,
1997 the Partnership has not made any payments pursuant to such agreements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
12. Tax Information (Unaudited)
The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the year ended December 31, 1997:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net income per financial statements $ 2,649,580 $ 405,451
Differences due to:
Direct finance leases 9,376,627 (258,725)
Depreciation (11,358,603) --
Provision for losses 102,222 --
Loss on sale of equipment 759,191 --
Other 806,922 --
-------------- -----------
Partnership income for
federal income tax purposes $ 2,335,939 $ 146,726
============== ===========
</TABLE>
As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $45,901,123 compared to the partners' capital
accounts for federal income tax purposes of $53,066,747 (unaudited). The
difference arises primarily from commissions reported as a reduction in the
partners' capital accounts for financial reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1997
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
ICON Cash Flow Partners L.P. Seven (the "Partnership"), was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 19, 1996 with the admission of
26,367.95 limited partnership units at $100 per unit representing $2,636,795 of
capital contributions. Between January 19, 1996 and December 31, 1996,
249,172.52 additional units were admitted representing $24,917,252 of capital
contributions. In 1997, 285,927.35 additional units were admitted representing
$28,592,735 of capital contributions. In 1997, 1,625.63 units were redeemed,
leaving 559,842.19 partnership units outstanding at December 31, 1997.
The Partnership's portfolio consisted of net investments in finance leases,
investment in estimated unguaranteed residual value, leveraged leases, equity
investment in joint ventures and financings representing 72%, 18%, 8%, 1% and 1%
of total investments at December 31, 1997, respectively, and 42%, 0%, 21%, 26%
and 11% of total investments at December 31, 1996, respectively.
Results of Operations for the Years Ended December 31, 1997 and 1996
For the years ended December 31, 1997 and 1996, the Partnership purchased
and leased or financed equipment with an initial cost of $119,155,086 and
$91,413,135, respectively, to 13 and 198 lessees or equipment users.
Revenues for the year ended December 31, 1997 were $9,749,244 representing
an increase of $8,185,175 from 1996. The increase in revenues was attributable
to an increase in finance income of $5,215,851, an increase in net gain on sales
or remarketing of equipment of $1,748,790 or 100%, an increase in income from
leverage leases of $924,541 and an increase in income from equity investment in
joint ventures of $436,216. These increases were partially offset by a decrease
in interest income and other of $140,223 or 54%. Finance income increased due to
the increase in the average size of the portfolio from 1996 to 1997. The net
gain on sales or remarketing of equipment increased due to the December 1997
termination of the Partnership's residual interests in two offshore supply
vessels resulting in a gain on termination of $1,709,610. Income from leverage
leases increased due to the increase in the average size of the leverage lease
portfolio from 1996 to 1997. Income from equity investment in joint ventures
increased as a direct result of the Partnership's 1997 contribution to ICON
Receivables 1997-A L.L.C. ("1997-A") and ICON Receivables 1997-B L.L.C.
("1997-B"). These contributions consisted of equipment lease and finance
receivables, residuals and cash totaling $6,650,460. Interest income and other
decreased due to a decrease in the average cash balance from 1996 to 1997.
Expenses for the year ended December 31, 1997 were $7,099,664, representing
an increase of $5,941,046 from 1996. The increase in expenses was attributable
to an increase in interest expense of $3,254,317, an increase in management fees
of $1,257,261, an increase in amortization of initial direct cost of $701,338,
an increase in administrative expense reimbursement of $534,510, an increase in
general and administrative expenses of $114,240, an increase in provision for
bad debts of $75,000 and an increase in minority interest in joint ventures of
$4,380. Interest expense increased due to the increase in the average debt
outstanding from 1996 to 1997. Management fees, amortization of initial direct
cost, administrative expense reimbursement and general and administrative
expenses increased due to the average size of the portfolio from 1996 to 1997. A
provision for bad debts was made in 1997 as a result of an analysis of
delinquency, an assessment of overall risk and a review of historical loss
experience. The increase in minority interest in joint ventures resulted from
the Partnership's 1997 investment in joint ventures.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1997
Since the Partnership commenced operations on January 19, 1996, a
comparison of results of operations to prior periods is not presented.
Net income for the year ended December 31, 1997 and 1996 was $2,649,580 and
$405,451, respectively. The net income per weighted average limited partnership
unit was $6.34 and $2.57, respectively, weighted from the date each unit was
admitted to the Partnership.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1997 and 1996 were capital
contributions, net of offering expenses, of $24,730,458 and $23,834,251,
respectively, proceeds from sale of equipment of $7,315,408 in 1997 and cash
provided by operations of $2,855,330 and $973,899, respectively. These funds
were used to fund cash distributions and to purchase equipment. The Partnership
intends to continue to purchase equipment and to fund cash distributions
utilizing funds from capital contributions and cash provided by operations.
The Partnership's notes payable at December 31, 1997 and 1996 totaled
$100,650,890 and $23,314,945, respectively. These amounts consisted of
$90,575,890 and $11,089,945 in non-recourse notes, respectively, which are being
paid directly to the lenders by the lessees, and recourse notes payable of
$10,075,000 and $12,225,000, respectively, which are secured by the
Partnership's investment in unguaranteed residual values.
Cash distributions to the limited partners for the years ended December 31,
1997 and 1996, which were paid monthly totaled $4,147,829 and $1,361,099,
respectively of which $2,623,084 and $401,396 was investment income and
$1,524,745 and $958,703 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners for the years ended
December 31, 1997 and 1996 was 10.75%, of which 6.34% and 2.57% was investment
income and 4.41% and 8.18% was a return of capital respectively, calculated as a
percentage of each partners' initial capital contribution. The limited partner
distribution per weighted average unit outstanding for the years ended December
31, 1997 and 1996 was $10.75, of which $6.34 and $2.57 was investment income and
$4.41 and $8.18 was a return of capital, respectively.
In March 1997 the Partnership, ICON Cash Flow Partners, L.P., Series D
("Series D") and ICON Cash Flow Partners L.P. Six ("L.P. Six") contributed and
assigned equipment lease and finance receivables and residuals with a net book
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose entity created for the purpose of originating new leases, managing
existing contributed assets and, eventually, securitizing its portfolio. In
order to fund the acquisition of new leases, 1997-A obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.
On September 19, 1997 the Partnership, ICON Cash Flow Partners, L.P., Series E
("Series E") and L.P. Six contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $0, $15,547,305 and
$5,225,794 and cash of $484,244, $740,000 and $300,000, respectively to 1997-A.
The Partnership, Series D, Series E and L.P. Six (collectively the "1997-A
Members") received a 19.97%, 17.81% 31.19% and 31.03% interest, respectively, in
1997-A based on the present value of their related contributions.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
December 31, 1997
On September 19, 1997, 1997-A securitized substantially all of its
equipment leases and finance receivables and residuals. The net proceeds from
the securitization totaled $47,140,183, of which $16,658,877 was used to pay
down the 1997-A Facility, and the remaining proceeds, after establishing
reserves for expenses, were distributed to the 1997-A Members based on their
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the trust is Texas Commerce Bank ("TCB"). In conjunction with this
securitization, the portfolio as well as the General Partner's servicing
capabilities were rated "AA" by Duff & Phelps and Fitch, both nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the noteholders their respective principal and interest and to 1997-A the
excess of cash collected over debt service from the portfolio. The 1997-A
Members received their pro rata share of any excess cash on a monthly basis from
1997-A. The Partnership's share of the net proceeds from the securitization
totaled $4,889,804. The Partnership used these proceeds to payoff the $4,250,000
note payable to 1997-A. The Partnership accounts for its investment in 1997-A
under the equity method of accounting. The 1997-A Members may receive, in
accordance with their membership interests, additional proceeds if 1997-A
generates excess cash (cash after payment of debt and expenses).
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("1997-B"), for the purpose
of originating lease transactions and ultimately securitizing its portfolio. The
1997-B Members contributed $500,000 (16.67% interest), $250,000 (8.33% interest)
and $2,250,000 (75.00% interest), respectively to 1997-B. In order to fund the
acquisition of additional leases, 1997-B obtained a warehouse borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
Borrowings under the 1997-B Warehouse Facility are based on the present value of
the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Warehouse Facility bear
interest equal to Libor plus 1.5%. Collections of receivables from leases are
used to pay down the 1997-B Warehouse Facility, however, in the event of a
default, all of 1997-B's assets are available to cure such default. The net
proceeds from the expected securitization of these assets will be used to
pay-off the remaining 1997-B Warehouse Facility balance and the remaining
proceeds will be distributed to the 1997-B Members in accordance with their
membership interests. The Partnership accounts for its investment in 1997-B
under the equity method of accounting. The 1997-B Members may receive, in
accordance with their membership interests, additional proceeds if 1997-B
generates excess cash (cash after payment of debt and expenses).
As of December 31, 1997 there were no known trends or demands, commitments,
events or uncertainties which are likely to have any material effect on
liquidity. As cash is realized from operations, sales of equipment and
borrowings, the Partnership will invest in equipment leases and financings where
it deems it to be prudent while retaining sufficient cash to meet its reserve
requirements and recurring obligations as they become due.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 1998 and 1997, and the related statements of income, changes in
stockholder's equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Capital Corp. as of March
31, 1998 and 1997, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
June 12, 1998
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
ASSETS
<S> <C> <C>
Cash $ 179,403 $ 292,524
Receivables from affiliates 3,580,727 181,039
Receivables from related parties - managed partnerships 572,990 1,323,502
Prepaid and other assets 226,855 187,687
Deferred charges 524,270 379,717
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of
$1,865,232 and $1,533,265 758,680 752,472
---------- ----------
Total assets $5,842,925 $3,116,941
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses $1,819,003 $1,225,726
Notes payable - line of credit 2,000,000 --
Notes payable - capital lease obligations 246,386 196,105
Deferred management fees - managed partnerships 232,000 758,452
Deferred income taxes, net 583,436 255,176
---------- ----------
Total liabilities 4,880,825 2,435,459
---------- ----------
Commitments and contingencies
Stockholder's equity:
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares 15,000 15,000
Additional paid-in capital 716,200 716,200
Retained earnings 1,330,900 1,050,282
---------- ----------
2,062,100 1,781,482
Note receivable from stockholder (1,100,000) 1,100,000)
---------- ----------
962,100 681,482
---------- ----------
Total liabilities and stockholder's equity $5,842,925 $3,116,941
========== ==========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
Revenues:
<S> <C> <C>
Fees - managed partnerships $12,048,906 $11,517,396
Management fees - affiliate 716,444 261,003
Lease consulting fees and other 61,025 112,245
Rental income from investment in operating lease -- 1,541,647
----------- -----------
Total revenues 12,826,375 13,432,291
----------- -----------
Expenses:
Selling, general and administrative 9,404,987 7,174,496
Amortization of deferred charges 844,636 484,579
Depreciation and amortization 331,967 319,000
Interest expense - notes payable 80,885 6,818
Depreciation - equipment under operating lease -- 1,293,775
Interest expense - non-recourse financings -- 247,872
----------- -----------
Total expenses 10,662,475 9,526,540
----------- -----------
Income before provision for income taxes 2,163,900 3,905,751
Provision for income taxes 554,842 112,010
----------- -----------
Net income $ 1,609,058 $ 3,793,741
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Common Stock Note Total
------------------------ Additional Receivable Stock-
Shares Stated Paid-in Retained from holder's
Outstanding Value Capital Earnings Stockholder Equity
----------- --------- ------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
March 31, 1996 1,500 $ 15,000 $ 716,200 $ 889,957 $ -- $1,621,157
Issuance of
note from stockholder -- -- -- -- (1,100,000) (1,100,000)
Net income -- -- -- 3,793,741 -- 3,793,741
Distributions to Parent -- -- -- (3,633,416) -- (3,633,416)
----------- --------- ------------- ------------ ----------- ----------
March 31, 1997 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income -- -- -- 1,609,058 1,609,058
Distributions to Parent -- -- -- (1,328,440) -- (1,328,440)
----------- --------- ------------- ------------ ----------- ----------
March 31, 1998 1,500 $ 15,000 $ 716,200 $ 1,330,900 $(1,100,000) $ 962,100
=========== ========= ============= ============ =========== ==========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,609,058 $ 3,793,741
----------- -----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 331,967 1,612,775
Amortization of deferred charges 844,636 484,579
Deferred income taxes 328,260 (228,768)
Rental income paid directly to lender by lessee -- (1,541,647)
Interest expense paid directly to lenders by lessees -- 247,872
Changes in operating assets and liabilities:
Receivables from managed partnerships, net of
deferred management fees 224,060 790,506
Receivables from affiliates (3,399,688) 155,767
Deferred charges (989,189) (561,410)
Prepaid and other assets (39,168) (54,099)
Accounts payable and accrued expenses 593,277 353,956
Other -- 4,158
----------- -----------
Total adjustments (2,105,845) 1,263,689
----------- -----------
Net cash provided by (used in) operating activities (496,787) 5,057,430
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements (234,336) (97,279)
----------- -----------
Net cash used in investing activities (234,336) (97,279)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable-line of credit 2,000,000 --
Distributions to Parent (1,328,440) (3,633,416)
Principal payments on notes payable-capital lease obligations, net (53,558) (49,061)
Loan to stockholder -- (1,100,000)
----------- -----------
Net cash provided by (used in) financing activities 618,002 (4,782,477)
----------- -----------
Net (decrease) increase in cash (113,121) 177,674
Cash, beginning of year 292,524 114,850
----------- -----------
Cash, end of year $ 179,403 $ 292,524
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1998
(1) Organization
------------
ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the
outstanding stock of the Company, as well as all of the outstanding stock
of ICON Securities Corp. ("Securities"), an affiliated company. Holdings is
fifty percent owned by Summit Asset Holding L.L.C., a subsidiary of a
diversified financial and business services group based in the United
Kingdom, and fifty percent owned by Warrenton Capital Partners L.L.C.
("Warrenton"). The primary activity of the Company is the development,
marketing and management of publicly registered equipment leasing limited
partnerships. The Company will, on occasion, also provide consulting
services to unrelated parties in connection with the acquisition and
administration of lease transactions.
The Company is the general partner and manager of ICON Cash Flow Partners,
L.P. Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
which are publicly registered equipment leasing limited partnerships. The
Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the
Partnerships which totaled $7,000, are carried at cost and are included in
prepaid and other assets.
The Company earns fees from the Partnerships on the sale of Partnership
units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven was
formed on May 23, 1995 with an initial capital contribution of $1,000 and
began offering its units to suitable investors on November 9, 1995. The
offering period for ICON Cash Flow Seven will end 36 months after ICON Cash
Flow Seven began offering such units, November 9, 1998.
The following table identifies pertinent offering information by the
Partnerships:
<TABLE>
<CAPTION>
Date Operations Date Ceased Gross Proceeds
Began Offering Units Raised
------------------ ----------------- ----------------
<S> <C> <C> <C>
ICON Cash Flow A May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C January 3, 1991 June 20, 1991 20,000,000
ICON Cash Flow D September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E June 5, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven January 19, 1996 (1) 81,574,845
----------------
$ 263,506,208
================
</TABLE>
(1) Gross proceeds raised through May 31, 1998.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
-------------------------------
(a) Basis of Accounting and Presentation
------------------------------------
The Company's financial statements have been prepared on the historical
cost basis of accounting using the accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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.
(b) Disclosures About Fair Value of Financial Instruments
-----------------------------------------------------
The Statement of Financial Accounting Standards No. 107 ("SFAS No.
107"), "Disclosures about Fair Value of Financial Instruments" requires
disclosures about the fair value of financial instruments. The
Company's financial instruments (cash, receivables and notes payable)
are either payable on demand or have short-term maturities and present
relatively low credit and interest rate risk, and as a result, their
fair value approximates carrying value at March 31, 1998.
(c) Revenue and Cost Recognition
----------------------------
Income Fund Fees:
-----------------
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Organization and offering
fees are earned based on investment units sold and are recognized at
each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for managing the
Partnership's equipment and financing transactions. Management and
administrative fees are earned upon receipt of rental payments from
lease and financing transactions.
Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and
ICON Cash Flow C decreased monthly distributions to the limited
partners from the cash distribution rates stated in their prospectuses
to an annual rate of 9%. As a result, all management fees payable to
the Company related to these entities had been deferred until the
limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
Flow C received their stated cash distribution rate of return on a
cumulative basis. Due to the approval of amendments to the ICON Cash
Flow B and ICON Cash Flow C Partnership Agreements, effective November
15, 1995 and June 19, 1996, The Company eliminated ICON Cash Flow B and
ICON Cash Flow C's obligation to pay $220,000 and $529,125,
respectively of the original management fees deferred. As of December
31, 1997, ICON Cash Flow A investors had received the stated annual
rate of return, and as a result the Company reversed $38,081 in
deferred management fees and recognized such fees as income. Management
fees in the amount of $232,000 are deferred and outstanding at March
31, 1998, of which $127,000 is due from ICON Cash Flow B and $105,000
is due from ICON Cash Flow C. Such amounts are included in receivables
due from managed partnerships as well as in deferred management fees on
the March 31, 1998 balance sheet.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(d) Deferred Charges
----------------
Under the terms of the Partnerships' agreements, the Company is
entitled to be reimbursed for the costs of organizing and offering the
units of the Partnerships from the gross proceeds raised, subject to
certain limitations, based on the number of investment units sold. The
unamortized balance of these costs are included on the balance sheets
as deferred charges and are being amortized over the offering period.
(e) Fixed Assets and Leasehold Improvements
---------------------------------------
Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.
(f) Income Taxes
------------
The Company accounts for its income taxes following the liability
method as provided for in Statement of Financial Accounting Standard
No. 109 ("SFAS 109"), "Accounting for Income Taxes."
The Company filed stand alone Federal and state income tax returns for
the period April 1, 1996 to August 20, 1996. Thereafter the Company's
activity is included in the combined Federal and state income tax
returns of Holdings.
(3) Stockholder's Equity
--------------------
As of March 31, 1998, the Company held a demand promissory note for
$1,100,000 from Holdings. The note is without interest, except in the case
of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a
reduction from stockholders' equity.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(4) Related Party Transactions
--------------------------
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Receivables from managed
partnerships relate to such fees, which have been earned by the Company but
not paid by the Partnerships. The Company also earns a management fee from
Securities for the support and administration of Securities' operations.
Receivables from affiliates are due primarily from Holdings. Such
receivables relate to the reimbursement of amounts paid by the Company on
behalf of Holdings for items such as investment in a securitization trust
and debt obligations.
For the year ended March 31, 1998, the Company paid $1,328,440 in
distributions to Holdings.
(5) Prepaid and Other Assets
------------------------
Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.
(6) Income Taxes
The provision (benefit) for income taxes for the years ended March 31, 1998
and 1997 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Current
Federal $172,280 $ 185,780
State 54,302 154,998
-------- ---------
Total current 226,582 340,778
-------- ---------
Deferred:
Federal 100,481 (24,563)
State 227,779 (204,205)
-------- ----------
Total deferred 328,260 (228,768)
-------- ---------
Total $554,842 $ 112,010
======== =========
</TABLE>
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The deferred tax liabilities at March 31, 1998 and 1997 of
$583,436 and $347,155, respectively, are net of deferred tax assets of
$91,979 at March 31, 1997. Deferred income taxes at March 31, 1998 are
primarily the result of temporary differences relating to the carrying
value of fixed assets, the investments in the Partnerships and deferred
charges.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
The following table reconciles income taxes computed at the federal
statutory rate to the Company's effective tax rate for the years ended
March 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
Tax Rate Tax Rate
--- ---- --- ----
<S> <C> <C> <C> <C>
Federal statutory $ 735,726 34.00% $ 1,327,955 34.00%
State income taxes, net of Federal tax effect 186,174 8.60 (32,477) (0.83)
Distribution to Parent (451,670) (20.87) (1,235,361) (31.63)
Meals and entertainment exclusion 20,663 .95 21,979 0.56
Other 63,949 2.96 29,914 0.77
---------- ------ ----------- ------
$ 554,842 25.64% $ 112,010 2.87%
========== ====== =========== ======
</TABLE>
(7) Notes Payable
-------------
On August 21, 1997, the Company entered into an unsecured line of credit
agreement. The maximum amount available and outstanding under the line of
credit was $600,000. On December 10, 1997, the Company refinanced the
discretionary line of credit with a new line of credit (the "Facility").
The maximum amount available and outstanding under that Facility was
$1,300,000. In March 1998, the Facility was increased to $2,000,000, all
of which was outstanding at March 31, 1998. The Facility matures on August
31, 1998.
Interest is payable at prime (8.5% at March 31, 1998) plus 1%. The Facility
requires that the Company, among other things, meet certain objectives with
respect to financial ratios. At March 31, 1998, the Company was in
compliance with the covenants required by the Facility.
Notes payable at March 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Unsecured line of credit, interest at
prime (8.5% at March 31, 1998) plus 1%
due June 30, 1998 $2,000,000 $ --
Various obligations under capital leases, payable in monthly
installments through March 2002 246,386 196,105
---------- --------
$2,246,386 $196,105
========== ========
</TABLE>
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(8) Investment in Equipment Under Operating Lease
---------------------------------------------
In December 1993, the Company invested $5,340,436 in manufacturing
equipment and leased such equipment to a third party for a two year period.
Simultaneously with the purchase of the equipment, the Company, on a
non-recourse basis, obtained $5,393,840 in financing from a financial
institution, of which $5,340,436 of such proceeds were paid directly to the
equipment vendor to satisfy the cost of the equipment. The excess of the
proceeds from the financing over the cost of the equipment, $53,404, was
paid directly to the Company and was earned over the initial lease term.
All rental payments by the lessee were paid directly to the financial
institution. The original non-recourse financing bore interest at a rate of
6.6%, and was paid in 24 monthly installments of $55,097 through December
1995, with a final payment of $4,699,584 due in January 1996.
On January 1, 1996, the lessee renewed the lease and the bank extended the
term of the non-recourse note. The terms of the renewal required 24
monthly installments of $171,294 through December 1997. Such rental
payments continued to be paid directly to the financial institution to
reduce the loan, with interest calculated at 8.95%. The lease terminated
in fiscal 1997 and the Company recognized a gain of $1,694 on disposition.
(9) Commitments and Contingencies
-----------------------------
The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1998 and 1997 totaled to
$497,223 and $347,990, net of sublease income of $155,749 and $170,602,
respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows:
Fiscal Year Ending
March 31, Amount
--------- ------
1999 $ 988,702
2000 898,017
2001 773,501
2002 521,906
Thereafter 1,376,290
----------
$4,558,416
==========
(11) Supplemental Disclosure of Cash Flow Information
------------------------------------------------
During the year ended March 31, 1998 and 1997, the Company paid $80,885 and
$6,818 in interest on recourse financing, respectively.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
For the year ended March 31, 1997, payments relating to the Company's
non-recourse note payable aggregated $1,541,647, of which $1,293,775 was
principal and $247,872 was interest.
For the year ended March 31, 1998, the Company purchased $103,839 in fixed
assets utilizing proceeds from capital lease transactions.
<PAGE>
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
------------------------
The following unaudited tables disclose certain information relating to the
performance, operations and investment for seven of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E
("Series E"), and ICON Cash Flow Partners L.P. Six ("LP Six"). Purchasers of the
Units of limited partnership interest in ICON Income Fund Eight (the
"Partnership") being offered by this Prospectus will not acquire any ownership
interest in any of the Prior Public Programs and should not assume that they
will experience investment results or returns, if any, comparable to those
experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will be
contained in Form 10-K Annual Reports for each such Program which may be
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form
10-K Annual Reports will also be available upon request at the office of the
Securities and Exchange Commission, Washington, D.C. The results of the Prior
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered
indicative of the extent to which the Prior Public Programs will achieve their
objectives, because this will in large part depend upon facts which cannot now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of
the Prior Public Programs and a narrative discussion of the data concerning the
Prior Public Programs contained in these Tables. Additionally, see Table VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.
<TABLE>
<CAPTION>
Table Description Page
----- ----------- ----
<S> <C> <C>
I Experience in Raising and Investing Funds B-2
-----------------------------------------
II Compensation to the General Partner and Affiliates B-4
--------------------------------------------------
III Operating Results of Prior Public Programs
------------------------------------------
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
IV Results of Completed Prior Public Programs (None) B-17
-------------------------------------------------
V Sales or Disposition of Equipment by Prior Public Programs
----------------------------------------------------------
* Series A B-18
* Series B B-21
* Series C B-28
* Series D B-32
* Series E B-36
* LP Six B-43
</TABLE>
B-1
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
Series A Series B
--------------------- -----------------------
<S> <C> <C>
Dollar amount offered $ 40,000,000 $ 20,000,000
============ ============
Dollar amount raised $ 2,504,500 100.0% $ 20,000,000 100.0%
Less: Offering expenses:
Selling commissions 262,973 10.5% 1,800,000 9.0%
Organization and offering expenses paid to
General Partner or its Affiliates 100,180 4.0% 900,000 4.5%
Reserves 25,045 1.0% 200,000 1.0%
------------ ----- ------------ -----
Offering proceeds available for investment $ 2,116,302 84.5% $ 17,100,000 85.5%
============ ===== ============ =====
Debt proceeds $ 4,190,724 $ 46,092,749
============ ============
Total equipment acquired $ 7,576,758 $ 65,580,973
============ ============
Acquisition fees paid to General Partner
and its affiliates $ 206,710 $ 2,219,998
============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 81.84% 82.23%
Acquisition fees paid to General Partner
or its Affiliates 2.66 3.27
------------ -------------
Percent invested 84.5% 85.5%
============ =============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.31% 70.28%
Date offering commenced 1/9/87 7/18/89
Original offering period (in months) 24 18
Actual offering period (in months) 24 17
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 24 18
<CAPTION>
Series C Series D
---------------------- ----------------------
<S> <C> <C>
Dollar amount offered $ 20,000,000 $ 40,000,000
============ ============
Dollar amount raised $ 20,000,000 100.0% $ 40,000,000 100.0%
Less: Offering expenses:
Selling commissions 2,000,000 10.0% 4,000,000 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 600,000 3.0% 1,400,000 3.5%
Reserves 200,000 1.0% 400,000 1.0%
------------ ----- ------------ -----
Offering proceeds available for investment $ 17,200,000 86.0% $ 34,200,000 85.5%
============ ===== ============ =====
Debt proceeds $ 50,355,399 $ 70,962,589
============ ============
Total equipment acquired $ 70,257,280 $132,771,421
============ ============
Acquisition fees paid to General Partner
and its affiliates $ 2,396,810 $ 4,539,336
============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 82.70% 82.19%
Acquisition fees paid to General Partner
or its Affiliates 3.30 3.31
------------ ------------
Percent invested 86.0% 85.5%
============ ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 71.67% 53.45%
Date offering commenced 12/7/90 8/23/91
Original offering period (in months) 18 18
Actual offering period (in months) 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 10 4
</TABLE>
B-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
Series E L.P. Six
------------------------ ------------------------
<S> <C> <C>
Dollar amount offered $ 80,000,000 $ 120,000,000
============= =============
Dollar amount raised $ 61,041,151 100.0% $ 38,385,712 100.0%
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5%
Reserves 610,412 1.0% 383,857 1.0%
------------- ----- ------------- ----
Offering proceeds available for investment $ 52,190,184 85.5% $ 32,819,784 85.5%
============= ===== ============= ====
Debt proceeds $ 124,431,396 $ 110,105,846
============= =============
Total equipment acquired $ 230,776,762 $ 155,010,713
============= =============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906 $ 4,390,033
============= =============
Equipment acquisition costs as a percentage of amount raised:
Purchase price 82.55% 82.75%
Acquisition fees paid to General Partner
or its Affiliates 2.95 2.75
------------- -------------
Percent invested 85.5% 85.5%
============= ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 53.92% 71.12%
Date offering commenced 6/5/92 11/12/93
Maximum offering period (in months) 24 24
Actual offering period (in months) 13 24
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 9 16
</TABLE>
B-3
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information, as of March 31,
1998, concerning the compensation derived by the General Partner and
its affiliates from its Prior Public Programs:
<TABLE>
<CAPTION>
Series A Series B Series C Series D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91
Date offering closed 1/8/89 11/16/90 6/20/91 6/5/92
Dollar amount raised $ 2,504,500 $ 20,000,000 $20,000,000 $40,000,000
============= ============== =========== ===========
Amounts paid to the General Partner and its
Affiliates from proceeds of the offering:
Underwriting commissions $ 63,450 $ 215,218 $ 413,120 $ 807,188
============= ============== =========== ===========
Organization and offering reimbursements $ 100,180 $ 900,000 $ 600,000 $ 1,400,000
============= ============== =========== ===========
Acquisition fees $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336
============= ============== =========== ===========
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates $ 4,879,680 $ 21,637,059 $22,454,061 $38,448,938
============= ============== =========== ===========
Amount paid or accrued to General Partner
and Affiliates:
Management fee $ 308,386 $ 2,782,287 $ 2,685,205 $ 4,530,494
============= ============== =========== ===========
Administrative expense reimbursements $ 108,924 $ 690,679 $ 562,862 $ 1,664,407
============= ============== =========== ===========
<CAPTION>
Series E LP Six
-------- ------
<S> <C> <C>
Date offering commenced 6/5/92 11/12/93
Date offering closed 7/31/93 11/8/95
Dollar amount raised $61,041,151 $38,385,712
=========== ===========
Amounts paid to the General Partner and its
Affiliates from proceeds of the offering:
Underwriting commissions $ 1,226,111 $ 767,714
=========== ===========
Organization and offering reimbursements $ 2,136,440 $ 1,343,500
=========== ===========
Acquisition fees $ 7,021,906 $ 4,390,033
=========== ===========
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates $100,506,618 $37,968,108
============ ===========
Amount paid or accrued to General Partner
and Affiliates:
Management fee $ 6,582,207 $ 3,385,280
=========== ===========
Administrative expense reimbursements $ 3,429,748 $ 1,701,219
=========== ===========
</TABLE>
B-4
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
-------------- ----------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 18,478 $ 40,359 $ 53,041 $ 128,935
Net gain on sales or remarketing of equipment 12,429 82,576 142,237 74,970
----------- ----------- ----------- -----------
Gross revenue 30,907 122,935 195,278 203,905
Less:
Administrative expense reimbursement - General Partner 888 4,521 7,133 9,690
General and administrative 787 34,565 32,252 36,641
Management fees - General Partner 507 2,553 4,055 5,951
Interest expense - 7,875 15,092 39,350
Provision for (reversal of) bad debts (2) - (17,000) - 10,000
Depreciation expense - - - 18,236
Amortization of initial direct costs - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 28,725 $ 90,421 $ 136,746 $ 84,037
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 27,289 $ 85,900 $ 129,909 $ 79,835
=========== =========== =========== ===========
Taxable income from operations (1) (3) 62,818 198,523 94,532
=========== =========== =========== ===========
Cash generated from operations $ 22,614 $ 109,929 $ 210,327 $ 268,467
Cash generated from sales equipment 14,082 112,356 202,787 136,363
Cash generated from refinancing - - - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 36,696 222,285 413,114 320,793
Less:
Cash distributions to investors from operations,
sales and refinancing 56,351 225,405 225,405 225,533
Cash distributions to General Partner from
operations, sales and refinancing 2,966 11,863 11,863 11,867
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ (22,621) $ (14,983) $ 175,846 $ 83,393
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 188,148 $ 317,069
Net gain on sales or remarketing of equipment 87,985 118,143
----------- -----------
Gross revenue 276,133 435,212
Less:
Administrative expense reimbursement - General Partner 11,404 4,125
General and administrative 34,468 32,040
Management fees - General Partner 13,607 36,261
Interest expense 63,423 84,324
Provision for (reversal of) bad debts (2) 33,500 87,551
Depreciation expense 46,330 97,179
Amortization of initial direct costs 27 686
----------- -----------
Net income (loss) - GAAP $ 73,374 $ 93,046
=========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 69,705 $ 88,394
=========== ===========
Taxable income from operations (1) $ 111,397 $ 130,892
=========== ===========
Cash generated from operations $ 301,679 $ 382,184
Cash generated from sales equipment 216,200 490,078
Cash generated from refinancing - -
----------- -----------
Cash generated from operations, sales and
refinancing 517,879 872,262
Less:
Cash distributions to investors from operations,
sales and refinancing 233,651 356,915
Cash distributions to General Partner from
operations, sales and refinancing 12,297 18,785
----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 271,931 $ 496,562
=========== ===========
</TABLE>
B-5
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (3) $ 23.82 $ 37.65 $ 35.86 $ 42.25 $ 49.65
========== ========= ========= ========== ===========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 43.58 $ 34.30 $ 38.13 $ 31.88 $ 27.83 $ 35.29
Return of capital $ 46.42 $ 55.70 $ 51.87 $ 58.18 $ 65.46 $ 107.22
Source (on Cash basis)
- Operations $ 36.12 $ 43.89 $ 83.98 $ 90.06 $ 93.29 $ 142.51
- Sales $ 22.49 $ 44.87 $ 6.02 - - -
- Refinancing - - - - -
- Other $ 31.39 $ 1.24 - - - -
Weighted average number of limited partnership
($500) units outstanding 5,009 5,009 5,009 5,009 5,009 5,009
========= ========= ======== ======== ========= ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for
estimated credit losses in the portfolio. This policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, prior collection experience and
historical loss experience.
(3) Interim tax information is not available.
B-6
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B
(unaudited)
The following table summarizes the operating results of Series B. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 77,990 $ 333,775 $ 342,739 $ 715,841
Net gain on sales or remarketing
of equipment 21,164 228,875 176,924 480,681
----------- ----------- ----------- -----------
Gross revenue 99,154 562,650 519,663 1,196,522
Less:
Interest expense 21,765 106,868 45,619 182,419
General and administrative 7,182 59,847 102,721 102,334
Administrative expense reimbursement - General Partner 5,848 39,609 50,841 85,848
Management fees - General Partner (4) - - (228,906) 84,811
Depreciation expense - - - 54,799
Amortization of initial direct costs - - 4 33,433
Provision for bad debts (2) - - - 25,000
Write down of estimated residual values (3) - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 64,359 $ 356,326 $ 549,384 $ 627,878
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 63,715 $ 352,763 $ 543,890 $ 621,599
=========== =========== =========== ===========
Taxable income from operations (1) (5) $ 44,995 $ 740,381 $ 2,363,289
============ ============ ============
Cash generated from operations $ 382,639 $ 879,014 $ 1,002,547 $ 999,015
Cash generated from sales 22,335 544,232 600,737 2,148,030
Cash generated from refinancing 150,000 1,500,000 - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 554,974 2,923,246 1,603,284 3,147,045
Less:
Cash distributions to investors from operations,
sales and refinancing 449,550 1,798,200 1,798,200 1,799,763
Cash distributions to General Partner from
operations, sales and refinancing 4,540 18,164 18,164 18,180
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 100,884 $ 1,106,882 $ (213,080) $ 1,329,102
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenue $ 1,327,962 $ 2,526,762
Net gain on sales or remarketing
of equipment 288,714 185,542
----------- ------------
Gross revenue 1,616,676 2,712,304
Less:
Interest expense 612,643 1,285,458
General and administrative 102,444 120,094
Administrative expense reimbursement - General Partner 153,287 38,467
Management fees - General Partner (4) 151,316 517,107
Depreciation expense 106,001 244,819
Amortization of initial direct costs 100,949 255,570
Provision for bad debts (2) - 20,000
Write down of estimated residual values (3) - -
----------- ------------
Net income (loss) - GAAP $ 390,036 $ 230,789
=========== ============
Net income (loss) - GAAP - allocable to
limited partners $ 386,136 $ 228,461
=========== ============
Taxable income from operations (1) $ 475,707 $ 103,180
=========== ===========
Cash generated from operations $ 800,648 $ 2,434,478
Cash generated from sales 3,443,168 1,129,325
Cash generated from refinancing - -
----------- ----------
Cash generated from operations, sales and
refinancing 4,243,816 3,563,803
Less:
Cash distributions to investors from operations,
sales and refinancing 1,800,000 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 18,182 24,917
----------- ------------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 2,425,634 $ 1,072,219
=========== ============
</TABLE>
B-7
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 2.23 $ 36.69 $ 16.99
=========== =========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 2.83 $ 17.73 $ 27.23 $ 31.08
Return of capital $ 17.17 $ 72.27 $ 62.78 $ 58.92
Source (on Cash basis)
- Operations $ 17.02 $ 44.00 $ 50.18 $ 49.96
- Sales $ .99 $ 27.24 $ 30.07 $ 40.04
- Refinancing $ 1.98 $ 18.76 - -
- Other - - $ 9.75 -
-
Weighted average number of limited partnership
($100) units outstanding 199,800 199,800 199,800 199,986
=========== ========== =========== =========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) $ 23.55 $ 5.11
========== ============
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 19.31 $ 11.42
Return of capital $ 70.69 $ 111.91
Source (on Cash basis)
- Operations $ 39.63 $ 120.50
- Sales $ 50.37 $ 2.83
- Refinancing - -
- Other -
-
Weighted average number of limited partnership
($100) units outstanding 200,000 200,000
========== ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for
estimated credit losses in the portfolio. This policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, prior collection experience and
historical loss experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of
two reasons: (1) when the recoverable value of the underlying equipment
falls below the Partnership's carrying value or (2) when the primary
security holder has foreclosed on the underlying equipment in order to
satisfy the remaining lease obligation and the amount of proceeds
received by the primary security holder in excess of such obligation is
not sufficient to recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval
of two amendments to the Partnership Agreement. As of March 20, 1996
these amendments were agreed to and are effective from and after November
15, 1995. The amendments: (1) extend the Reinvestment Period for a
maximum of four additional years and likewise delay the start and end of
the Liquidation Period, and (2) eliminate the Partnership=s obligation to
pay the General Partner $220,000 of the $347,000 accrued and unpaid
management fees as of November 15, 1995, and any additional management
fees which would otherwise accrue during the present Liquidation Period.
The portion of the accrued and unpaid management fees that would be
payable to the General Partner, or $127,000 ($347,000 less $220,000) will
be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.
(5) Interim tax information not available.
B-8
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C
(unaudited)
The following table summarizes the operating results of Series C. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 108,896 $ 455,472 $ 659,218 $ 964,104
Net gain on sales or remarketing of equipment 79,155 175,860 511,331 95,250
----------- ----------- ----------- -----------
Gross revenue 188,051 631,332 1,170,549 1,059,354
Less:
General and administrative 15,868 60,248 37,247 107,419
Administrative expense reimbursement - General Partner 8,622 59,126 93,494 130,482
Interest expense - 4,888 16,809 253,143
Management fees - General Partner - (471,463) 92,360 128,533
Amortization of initial direct costs - - 6,912 38,892
Depreciation expense - - - -
Provision for/(reversal of) bad debt (2) - - - -
Write down of estimated residual values (3) - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 163,561 $ 978,533 $ 923,727 $ 400,885
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to limited partners $ 161,925 $ 968,748 $ 914,490 $ 396,876
=========== =========== =========== ===========
Taxable income (loss) from operations (1) (5) $ 274,376 $ 1,768,103 $ (649,775)
=========== =========== ===========
Cash generated from operations $ 533,143 $ 2,038,710 $ 1,987,290 $ 391,072
Cash generated from sales 92,979 621,621 1,289,421 3,058,969
Cash generated from refinancing - - - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 626,122 2,660,331 3,276,711 3,450,041
Less:
Cash distributions to investors from operations,
sales and refinancing 445,921 1,784,993 1,786,992 1,796,363
Cash distributions to General Partner from
operations, sales and refinancing 4,504 18,030 18,050 18,144
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions $ 175,697 $ 857,308 $ 1,471,669 $ 1,635,534
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 1,775,547 $ 3,203,141
Net gain on sales or remarketing of equipment 361,407 101,463
------------ -----------
Gross revenue 2,136,954 3,304,604
Less:
General and administrative 104,307 133,274
Administrative expense reimbursement - General Partner 174,261 78,969
Interest expense 920,433 1,715,520
Management fees - General Partner 171,135 695,662
Amortization of initial direct costs 154,879 427,625
Depreciation expense 224,474 393,185
Provision for/(reversal of) bad debt (2) 141,000 (90,000)
Write down of estimated residual values (3) - -
------------ -----------
Net income (loss) - GAAP $ 246,645 $ (49,631)
============ ===========
Net income (loss) - GAAP - allocable to limited partners $ 244,000 $ (49,135)
============ ===========
Taxable income (loss) from operations (1) $ (3,611,476) $ 1,780,593
============ ===========
Cash generated from operations $ 2,854,887 $ 2,694,348
Cash generated from sales 1,665,032 1,266,452
Cash generated from refinancing - -
------------ -----------
Cash generated from operations, sales and
refinancing 4,519,919 3,960,800
Less:
Cash distributions to investors from operations,
sales and refinancing 1,799,100 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 18,173 24,916
------------ -----------
Cash generated from operations, sales and
refinancing after cash distributions $ 2,702,646 $ 1,469,217
============ ===========
</TABLE>
B-9
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 13.70 $ 88.16 $ (32.24) $ (178.86) $ 88.14
======== ========= =========== ============ ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 32.68 $ 48.85 $ 46.06 $ 19.87 $ 12.21 -
Return of capital $ 57.32 $ 41.15 $ 43.94 $ 70.13 $ 77.79 $ 123.33
Source (on Cash basis)
- Operations $ 90.00 $ 90.00 $ 90.00 $ 19.59 $ 90.00 $ 123.33
- Sales - - - $ 70.41 - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 198,187 198,332 198,551 199,558 199,900 199,992
========== ======== ========= ========= =========== ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the
primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on June 19, 1996, five years
after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. As of February 19, 1998 these
amendments were agreed to and are effective from and after June 19, 1996.
The amendments: (1) extend the Reinvestment Period for a maximum of four
and one half additional years and likewise delay the start and end of the
Liquidation Period, and (2) eliminate the Partnership's obligation to pay
the General Partner $529,125 of the $634,125 accrued and unpaid management
fees as of December 31, 1997 and any additional management fees which would
otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General
Partner or $105,000 ($634,125 less $529,125) will be returned to the
Partnership in the form of an additional Capital Contribution by the
General Partner.
(5) Interim tax information not available.
B-10
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D
(unaudited)
The following table summarizes the operating results of Series D. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 730,736 $ 3,084,705 $ 3,619,457 $ 3,270,722
Net gain on sales or remarketing of equipment 6,854 452,706 2,391,683 1,931,333
----------- ----------- ----------- -----------
Gross revenue 737,590 3,537,411 6,011,140 5,202,055
Less:
Interest expense 239,598 1,121,197 1,651,940 621,199
Depreciation expense 152,750 356,417 - -
Management fees - General Partner 130,599 548,400 685,103 594,623
Administrative expense reimbursement - General Partner 71,978 271,829 301,945 257,401
General and administrative 48,002 199,751 217,378 273,663
Amortization of initial direct costs 34,695 363,087 614,441 511,427
Provision for bad debts (3) - - - 150,000
----------- ----------- ----------- -----------
Net income - GAAP $ 59,968 $ 676,730 $ 2,540,333 $ 2,793,742
=========== =========== =========== ===========
Net income - GAAP - allocable to limited partners $ 59,368 $ 669,963 $ 2,514,930 $ 2,765,805
=========== =========== =========== ===========
Taxable income from operations (1) (4) $ 3,483,507 $ 3,097,307 $ 1,641,323
=========== =========== ===========
Cash generated from operations $ 346,598 $ 8,409,703 $ 1,621,624 $ 2,756,354
Cash generated from sales 638,024 9,741,651 15,681,303 6,776,544
Cash generated from refinancing - 2,700,000 5,250,000 4,148,838
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 984,622 20,851,354 22,552,927 13,681,736
Less:
Cash distributions to investors from operations,
sales and refinancing 1,080,945 7,882,867 5,588,508 5,589,207
Cash distributions to General Partner from
operations, sales and refinancing 10,919 79,648 56,450 56,457
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ (107,242) $12,888,839 $16,907,969 $ 8,039,072
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 3,661,321 $ 6,300,753
Net gain on sales or remarketing of equipment 1,199,830 313,468
----------- -----------
Gross revenue 4,861,151 6,614,221
Less:
Interest expense 652,196 1,261,312
Depreciation expense 4,167 1,144,609
Management fees - General Partner 778,568 996,356
Administrative expense reimbursement - General Partner 337,867 423,387
General and administrative 412,655 184,604
Amortization of initial direct costs 580,457 931,983
Provision for bad debts (3) 475,000 575,000
----------- -----------
Net income - GAAP $ 1,620,241 $ 1,096,970
=========== ===========
Net income - GAAP - allocable to limited partners $ 1,604,039 $ 1,086,000
=========== ===========
Taxable income from operations (1) $ 2,612,427 $ 5,766,321
=========== ===========
Cash generated from operations $ 1,969,172 $ 6,330,281
Cash generated from sales 9,054,589 5,143,299
Cash generated from refinancing - -
----------- -----------
Cash generated from operations, sales and
refinancing 11,023,761 11,473,580
Less:
Cash distributions to investors from operations,
sales and refinancing 5,596,503 5,600,000
Cash distributions to General Partner from
operations, sales and refinancing 56,530 56,564
----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ 5,370,728 $ 5,817,016
=========== ===========
</TABLE>
B-11
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 86.40 $ 76.82 $ 40.70 $ 64.71 $ 142.72
========== ========= ========= ========= ===========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 5.49 $ 16.79 $ 63.00 $ 69.28 $ 40.13 $ 27.15
Return of capital 94.51 $ 180.71 $ 77.00 $ 70.72 $ 99.87 $ 112.85
Source (on Cash basis)
- Operations $ 32.06 $ 197.50 $ 40.62 $ 69.04 $ 48.77 $ 140.00
- Sales 59.02 - $ 99.38 $ 70.96 $ 91.23
- Refinancing - - - - -
- Other -8.91 - - - -
Weighted average number of limited partnership
($100) units outstanding 399,118 399,138 399,179 399,229 399,703 400,000
========= =========== ========== ========= ========= ==========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income from operations
is due to different methods of calculating depreciation and amortization,
the use of the reserve method for providing for possible doubtful accounts
under GAAP and different methods of recognizing revenue on Direct Finance
Leases.
(2) The program held its initial closing on September 13, 1991 and as of its
final closing date on June 5, 1992 it had eighteen (18) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-12
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -----------------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 2,216,133 $ 6,401,873 $ 7,907,175 $10,570,473
Net gain on sales or remarketing of equipment 270,346 1,209,420 1,942,041 1,610,392
----------- ----------- ------------- -----------
Gross revenue 2,486,479 7,611,293 9,849,216 12,180,865
Less:
Interest expense 1,019,133 2,471,045 2,957,534 4,377,702
Management fees - General Partner 432,694 919,728 1,120,336 1,596,569
Administrative expense reimbursement - General Partner 208,970 486,253 563,107 784,775
Provision for bad debts (3) 200,000 - 400,000 600,000
Amortization of initial direct costs 173,973 461,620 887,960 1,530,505
Depreciation 105,096 475,619 1,061,711 1,061,712
General and administrative 90,139 370,705 608,293 638,362
Minority interest in joint venture 30,795 57,738 6,392 5,438
----------- ----------- ------------- -----------
Net income - GAAP $ 225,679 $ 2,368,585 $ 2,243,883 $ 1,585,802
=========== =========== ============= ===========
Net income - GAAP - allocable to limited partners $ 223,422 $ 2,344,899 $ 2,221,444 $ 1,569,944
=========== =========== ============= ===========
Taxable income (loss) from operations (1) (4) $ 981,575 $ (3,280,008) $ 1,700,386
=========== =========== ============= ===========
Cash generated from operations $ 4,759,343 $21,638,350 $ 13,210,339 $ 8,768,414
Cash generated from sales 580,586 15,313,194 10,358,637 7,419,261
Cash generated from refinancing 6,257,067 20,765,451 13,780,000 7,400,000
========= ========== ========== =========
Cash generated from operations, sales and refinancing 11,596,996 57,716,995 37,348,976 23,587,675
Less:
Cash distributions to investors from operations,
sales and refinancing 1,939,210 7,768,316 7,771,164 7,773,082
Cash distributions to General Partner from operations,
sales and refinancing 19,588 78,468 78,496 78,512
----------- ----------- ------------- -----------
Cash generated from operations, sales and refinancings
after cash distributions $ 9,638,168 $49,870,211 $ 29,499,316 $15,736,081
=========== =========== ============= ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $10,946,254 $ 8,748,076
Net gain on sales or remarketing of equipment 628,027 1,486,575
----------- -----------
Gross revenue 11,574,281 10,234,651
Less:
Interest expense 4,868,950 3,023,934
Management fees - General Partner 1,547,509 949,468
Administrative expense reimbursement - General Partner 408,114 811,966
Provision for bad debts (3) 250,000 2,186,750
Amortization of initial direct costs 1,840,714 1,667,212
Depreciation 289,478 18,037
General and administrative 438,569 315,000
Minority interest in joint venture - -
----------- ------------
Net income - GAAP $ 1,527,095 $ 1,499,573
=========== ===========
Net income - GAAP - allocable to limited partners $ 1,511,824 $ 1,484,577
=========== ===========
Taxable income (loss) from operations (1) $ 2,793,029 $ 3,293,140
=========== ===========
Cash generated from operations $17,597,929 $18,415,294
Cash generated from sales 6,492,842 9,416,909
Cash generated from refinancing - 38,494,983
-----------
Cash generated from operations, sales and refinancing 24,090,771 66,327,186
Less:
Cash distributions to investors from operations,
sales and refinancing 8,390,043 5,796,799
Cash distributions to General Partner from operations,
sales and refinancing 78,582 58,637
----------- -----------
Cash generated from operations, sales and refinancings
after cash distributions $15,622,146 $60,471,750
=========== ===========
</TABLE>
B-13
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Year Ended December 31,
--------- -----------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Tax and distribution data per $1,000 limited partner investment
Federal Income Tax results:
Taxable income (loss) from operations (1) (4) $ 15.95 $ (53.28) $ 27.61
========= ========== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 14.69 $ 38.49 $ 36.45 $ 25.75
Return of capital $ 112.81 $ 89.01 $ 91.05 $ 101.75
Source (on cash basis)
- Operations $ 127.50 $ 127.50 $ 127.50 $ 127.50
- Sales - - - -
- Refinancings - - - -
- Other - - - -
Weighted average number of limited partnership
($100) units outstanding 608,381 609,211 609,503 609,650
=========== ========== ========= =======
<CAPTION>
For the Year Ended December 31,
---------------------------------
1994 1993
---- ----
<S> <C> <C>
Tax and distribution data per $1,000 limited partner investment
Federal Income Tax results:
Taxable income (loss) from operations (1) $ 45.32 $ 66.54
========== =========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 24.78 $ 30.32
Return of capital $ 112.74 $ 88.06
Source (on cash basis)
- Operations $ 137.52 $ 118.38
- Sales - -
- Refinancings - -
- Other - -
Weighted average number of limited partnership
($100) units outstanding 610,080 489,966
========= =========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income (loss) from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on July 6, 1992 and as of its final
closing date of July 31, 1993 it had twenty-six (26) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-14
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues $ 1,488,286 $ 6,452,409 $ 9,238,182
Net gain on sales or remarketing of equipment 94,149 58,523 338,574
----------- ----------- -----------
Gross revenue 1,582,435 6,510,932 9,576,756
Less:
Interest expense 588,261 2,648,557 4,330,544
Management fees - General Partner 254,169 1,092,714 1,333,394
Amortization of initial direct costs 205,583 1,071,656 1,349,977
Depreciation 159,480 745,275 848,649
Administrative expense reimbursement - General Partner 123,218 547,382 642,276
Provision for bad debts (3) 100,000 183,274 750,000
General and administrative 43,559 178,464 657,470
Minority interest in joint venture 1,693 7,990 31,413
----------- ----------- -----------
Net income (loss) - GAAP $ 106,472 $ 35,620 $ (366,967)
=========== =========== ===========
Net income (loss) - GAAP - allocable to limited partners $ 105,407 $ 35,264 $ (363,297)
=========== =========== ===========
Taxable income (loss) from operations (1) (4) $(1,154,365) $ (574,054)
=========== ===========
Cash generated from operations $ 1,474,692 $12,075,547 $ 9,923,936
Cash generated from sales 383,797 4,336,675 8,684,744
Cash generated from refinancing - 7,780,328 9,113,081
----------- ----------- -----------
Cash generated from operations, sales and refinancing 1,858,489 24,192,550 27,721,761
Less:
Cash distributions to investors from operations,
sales and refinancing 1,022,275 4,102,940 4,119,354
Cash distributions to General Partner from operations,
sales and refinancing 10,326 41,444 41,613
----------- ----------- -----------
Cash generated from operations, sales and refinancing
after cash distributions $ 825,888 $20,048,166 $23,560,794
=========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $ 6,622,180 $ 203,858
Net gain on sales or remarketing of equipment 107,733 -
----------- ------------
Gross revenue 6,729,913 203,858
Less:
Interest expense 3,003,633 2,142
Management fees - General Partner 696,096 8,827
Amortization of initial direct costs 828,154 12,748
Depreciation 636,487 -
Administrative expense reimbursement - General Partner 381,471 6,872
Provision for bad debts (3) 570,000 63,500
General and administrative 360,235 38,879
Minority interest in joint venture 177,769 -
----------- ------------
Net income (loss) - GAAP $ 76,068 $ 70,890
=========== ============
Net income (loss) - GAAP - allocable to limited partners $ 75,307 $ 70,181
=========== ============
Taxable income (loss) from operations (1) $ 2,239,753 $ 71,033
=========== ============
Cash generated from operations $ 8,776,203 $ 439,913
Cash generated from sales 1,016,807 -
Cash generated from refinancing 33,151,416 -
----------- ------------
Cash generated from operations, sales and refinancing 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing 25,694 3,145
----------- ------------
Cash generated from operations, sales and refinancing
after cash distributions $40,374,949 $ 125,433
=========== ============
</TABLE>
B-15
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -----------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income (loss) from operations (1) (4) $ (29.94) $ (14.83) $ 85.13 $ 22.15
========= =========== ======== =========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 11.05 $ .86 $ - $ 2.89 $ 22.10
Return of capital $ 96.45 $ 106.64 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $ 107.50 $ 107.50 $ 107.50 $ 97.67 $ 98.04
- Sales - - - - -
- Refinancing - - - - -
- Other - - - - -
Weighted average number of limited partnership
($100) units outstanding 380,379 381,687 383,196 260,453 31,755
========= ========= =========== ======== =======
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on March 31, 1994. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-16
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed
operations in the five years ended March 31, 1998.
B-17
<
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1988 1990 $32,352 $13,859 $16,955 $3,096 $1,064
Office Copier 1988 1990 $180,922 $52,504 $52,504 $0 ($30,400)
Agriculture 1988 1991 $19,032 $8,921 $7,225 ($1,696) ($2,214)
Computers 1988 1991 $8,450 $0 $465 $465 $0
Computers 1989 1991 $363,540 $28,027 $56,077 $28,050 $14,962
Telecommunications 1990 1991 $827,804 $49,393 $0 ($49,393) $0
Medical 1988 1991 $29,756 $0 $0 $0 ($10,626)
Copiers 1988 1991 $235,863 $0 $0 $0 ($18,115)
Agriculture 1988 1992 $61,200 $25,810 $24,152 ($1,658) $0
Computers 1988 1992 $51,353 $0 $0 $0 $0
Copiers 1988 1992 $195,875 $0 $0 $0 $0
Material Handling 1988 1992 $78,321 $0 $0 $0 $0
Medical 1988 1992 $50,433 $15,250 $7,000 ($8,250) $34,389
Computers 1989 1992 $41,058 $4,553 $6,606 $2,053 ($13,951)
Copiers 1989 1992 $81,913 $6,495 $6,495 $0 $1,114
Office Equipment 1989 1992 $81,986 $2,821 $12,298 $9,477 ($28,695)
Computers 1991 1992 $3,607 $3,196 $4,142 $946 $1,076
Furniture And Fixtures 1992 1992 $4,325 $4,430 $4,390 ($40) $65
Computers 1988 1993 $71,813 $0 $0 $0 $0
Furniture 1988 1993 $350,000 $0 $0 $0 $0
Medical 1988 1993 $221,191 $182 $2,382 $2,200 $2,341
Agriculture 1989 1993 $57,975 $2,050 $2,932 $882 ($1,724)
Printing 1989 1993 $126,900 $5,661 $7,800 $2,139 ($10,729)
Reprographics 1989 1993 $112,500 $115 $115 $0 ($12,079)
Computers 1990 1993 $79,043 $0 $0 $0 $0
Reprographics 1990 1993 $71,805 $8,391 $12,528 $4,137 $0
Retail 1990 1993 $198,513 ($32,916) $67,894 $100,810 $0
Video Production 1990 1993 $341,796 $67,965 $161,615 $93,650 $24,507
Computers 1991 1993 $135,380 $6,540 $20,134 $13,594 ($50,622)
Fixture 1992 1993 $2,267 $1,635 $1,824 $189 $11
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1992 1993 $20,000 $11,840 $11,200 ($640) ($4,800)
Video Production 1992 1993 $3,362 $1,110 $592 ($518) ($2,867)
Manufacturing & Production 1993 1993 $22,660 $0 $0 $0 $0
Agriculture 1988 1994 $30,000 $288 $288 $0 $0
Medical 1988 1994 $46,050 $6,438 $6,438 $0 $0
Computers 1989 1994 $71,152 $6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552 $6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013 $1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556 ($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396 $751 $845 $94 ($1,192)
Manufacturing & Production 1992 1994 $17,103 ($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868 $0 $0 $0 $0
Manufacturing & Production 1993 1994 $27,096 $10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191 $350 $350 $0 $0
Printing 1993 1994 $24,112 $24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200 $173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081 $7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452 $560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828 $462 $737 $275 ($1,901)
Computers 1993 1995 $64,391 $36,094 $5,863 ($30,231) $0
Manufacturing & Production 1993 1995 $28,557 $8,752 $8,912 $160 $0
Retail 1993 1995 $28,507 ($9) $697 $706 $0
Computers 1991 1996 $35,618 $1,502 $20,150 $18,648 $19,571
Copiers 1991 1996 $117,238 $17,784 $32,380 $14,596 $28,006
Material Handling 1991 1996 $14,996 $843 $3,223 $2,380 $3,432
Sanitation 1991 1996 $35,854 $5,946 $5,649 ($297) $5,260
Fixture 1992 1996 $18,452 $1,909 $1,909 $0 ($1,919)
Computers 1993 1996 $72,479 ($573) $515 $1,088 $0
Furniture 1993 1996 $9,978 ($2) $0 $2 $0
Material Handling 1993 1996 $11,824 $0 $0 $0 $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1996 $33,190 $400 $403 $3 $0
Retail 1993 1996 $44,673 ($5) $0 $0 $0
Sanitation 1993 1996 $5,822 $0 $0 $0 $0
Video Production 1993 1996 $41,465 $12,099 $12,441 $342 $0
Medical 1994 1996 $12,166 $960 $2,000 $1,040 ($4,259)
Computers 1991 1997 $75,602 $4,349 $15,753 $11,403 $19,783
Computers 1993 1997 $39,593 $6,013 $0 ($6,013) $0
Retail 1993 1997 $158,276 $16,960 $23,438 $23,423 $5,373
Video 1993 1997 $27,273 $0 $0 $0 $0
Sanitation 1996 1997 $3,571 $43 $1,380 $1,337 $0
Computers 1993 1998 $123,234 $0 $205 $205 (4)
Manufacturing & Production 1993 1998 $110,906 $366 $706 $340 (4)
Printing 1993 1998 $33,033 $0 $776 $776 (4)
Retail 1993 1998 $43,805 $0 $7 $7 (4)
Telecommunications 1993 1998 $26,238 $591 $605 $14 (4)
Video 1993 1998 $16,975 $0 $0 $0 (4)
Manufacturing & Production 1995 1998 $14,356 $0 $6 $6 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1990 1990 $31,129 $28,288 $34,142 $5,854 $3,013
Mining 1990 1990 $145,227 $120,804 $120,804 $0 $0
Video Production 1990 1990 $10,201 $8,006 $9,086 $1,080 $671
Agriculture 1989 1991 $5,986 $4,003 $0 ($4,003) $0
Computers 1989 1991 $76,899 $52,134 $7,492 ($44,642) $0
Construction 1989 1991 $48,299 $43,554 $7,784 ($35,770) ($7,007)
Copiers 1989 1991 $7,469 $4,997 $16 ($4,981) $0
Environmental 1989 1991 $10,609 $11,546 $0 ($11,546) $0
Furniture 1989 1991 $86,965 $62,229 $19,339 ($42,890) $0
Manufacturing & Production 1989 1991 $55,125 $34,435 $12,807 ($21,628) $0
Medical 1989 1991 $9,447 $7,643 $0 ($7,643) $0
Office Equipment 1989 1991 $25,171 $24,586 $64 ($24,522) ($1,985)
Retail 1989 1991 $4,405 $4,792 $0 ($4,792) $0
Sanitation 1989 1991 $15,448 $17,983 $0 ($17,983) $0
Telecommunications 1989 1991 $2,238 $0 $60 $60 $0
Transportation 1989 1991 $9,474 $10,801 $0 ($10,801) $0
Video Production 1989 1991 $11,925 $1,762 $7 ($1,755) $0
Agriculture 1990 1991 $35,245 $4,694 $0 ($4,694) ($5,210)
Computers 1990 1991 $2,671,588 $601,346 $136,169 ($465,177) ($476,397)
Construction 1990 1991 $64,544 $29,979 $24,379 ($5,600) ($9,949)
Copiers 1990 1991 $30,699 $18,760 $911 ($17,849) $0
Environmental 1990 1991 $14,658 $15,434 $0 ($15,434) $0
Fixture 1990 1991 $29,510 $27,027 $808 ($26,219) $0
Furniture 1990 1991 $53,420 $34,771 $3,598 ($31,173) ($5,953)
Manufacturing & Production 1990 1991 $526,568 $504,823 $226,978 ($277,845) ($47,036)
Material Handling 1990 1991 $112,075 $59,977 $34,758 ($25,219) $0
Medical 1990 1991 $93,771 $47,016 $0 ($47,016) ($19,410)
Mining 1990 1991 $221,706 $0 $0 $0 ($82,375)
Miscellaneous 1990 1991 $29,443 $28,179 $0 ($28,179) $0
Office Equipment 1990 1991 $44,560 $34,289 $760 ($33,529) $0
Restaurant 1990 1991 $97,304 $45,062 $18,564 ($26,498) ($24,787)
Retail 1990 1991 $43,751 $18,362 $9,230 ($9,132) ($12,624)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanitation 1990 1991 $171,345 $66,074 $77,146 $11,072 ($78,222)
Telecommunications 1990 1991 $980,613 $119,372 $0 ($119,372) ($11,618)
Transportation 1990 1991 $13,434 $13,858 $0 ($13,858) $0
Video Production 1990 1991 $46,645 $26,631 $3,754 ($22,877) $11,741
Material Handling 1991 1991 $109,115 $108,512 $113,482 $4,970 $0
Agriculture 1989 1992 $89,766 $19,058 $21,912 $2,854 ($12,999)
Computers 1989 1992 $60,747 $1,659 $2,593 $934 $0
Copiers 1989 1992 $79,556 $10,817 $10,839 $22 ($9,798)
Furniture 1989 1992 $35,512 $2,418 $2,911 $493 $0
Manufacturing & Production 1989 1992 $117,236 $1,924 $1,936 $12 $0
Material Handling 1989 1992 $16,058 $670 $789 $119 ($7,845)
Medical 1989 1992 $31,701 $7,548 $1,967 ($5,580) $0
Office Equipment 1989 1992 $19,981 $1,381 $1,427 $46 $0
Printing 1989 1992 $25,000 $3,510 $2,510 ($1,000) ($8,247)
Telecommunications 1989 1992 $18,779 $1,910 $2,012 $102 $0
Video Production 1989 1992 $21,849 $3,275 $3,283 $8 $0
Agriculture 1990 1992 $46,968 $2,847 $3,463 $617 ($4,451)
Computers 1990 1992 $3,872,456 $671,632 $342,387 ($329,245) ($1,086,408)
Construction 1990 1992 $23,493 $1,229 $1,229 $0 $0
Copiers 1990 1992 $19,240 $2,165 $3,524 $1,358 ($8,884)
Environmental 1990 1992 $7,195 $1,164 $1,164 $0 ($4,683)
Fixture 1990 1992 $55,869 $7,661 $9,096 $1,436 ($34,594)
Furniture 1990 1992 $58,095 $7,193 $7,719 $525 ($26,836)
Manufacturing & Production 1990 1992 $192,143 $47,665 $43,213 ($4,452) ($45,657)
Material Handling 1990 1992 $104,852 $23,011 $7,775 ($15,236) ($15,648)
Medical 1990 1992 $88,537 $12,382 $13,393 $1,011 ($38,945)
Miscellaneous 1990 1992 $4,999 $1,313 $1,236 ($77) ($2,804)
Office Equipment 1990 1992 $1,203,666 $179,190 $2,513 ($176,678) ($6,351)
Printing 1990 1992 $4,055 $787 $787 $0 ($2,487)
Restaurant 1990 1992 $83,624 $194 $6,850 $6,657 ($12,961)
Retail 1990 1992 $63,030 $35,999 $581 ($35,419) ($1,296)
Sanitation 1990 1992 $200,642 $12,623 $13,101 $478 ($14,846)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1990 1992 $64,899 $11,997 $4,965 ($7,032) ($18,620)
Transportation 1990 1992 $7,610 $1 $1 $0 $0
Video Production 1990 1992 $18,558 $3,521 $4,302 $781 ($7,177)
Furniture 1991 1992 $25,909 $28,313 $0 ($28,313) $0
Manufacturing & Production 1991 1992 $51,311 $47,497 $57,487 $9,990 $0
Material Handling 1991 1992 $10,023 $10,462 $10,595 $133 $0
Office Equipment 1991 1992 $15,789 $0 $0 $0 $0
Sanitation 1991 1992 $18,840 $10,122 $10,516 $394 $0
Agriculture 1989 1993 $31,500 $4,370 $10,095 $5,725 $1,431
Computers 1989 1993 $93,554 $267 $661 $394 $0
Copiers 1989 1993 $168,679 $19,448 $23,072 $3,624 ($26,046)
Furniture 1989 1993 $116,287 $17,152 $19,536 $2,384 ($9,084)
Manufacturing & Production 1989 1993 $14,804 $2,832 $3,541 $709 $0
Material Handling 1989 1993 $20,725 $0 $1,650 $1,650 $0
Office Equipment 1989 1993 $81,777 $990 $17,490 $16,500 ($4,999)
Telecommunications 1989 1993 $2,524 $0 $0 $0 $0
Video Production 1989 1993 $22,321 $0 $0 $0 $0
Agriculture 1990 1993 $132,350 $11,556 $11,963 $407 ($42,903)
Automotive 1990 1993 $75,730 $45,795 $51,888 $6,093 ($3,043)
Computers 1990 1993 $1,069,393 $140,198 $164,423 $24,225 ($267,270)
Construction 1990 1993 $41,779 $5,058 $5,075 $17 ($9,774)
Copiers 1990 1993 $23,318 $3,058 $2,505 ($553) ($7,670)
Fixture 1990 1993 $73,038 $10,235 $10,235 $0 ($22,303)
Furniture 1990 1993 $118,834 $11,204 $11,509 $305 ($10,168)
Manufacturing & Production 1990 1993 $1,120,324 $139,342 $186,899 $47,557 ($271,929)
Material Handling 1990 1993 $210,922 $20,462 $29,157 $8,695 ($51,481)
Medical 1990 1993 $380,749 $56,711 $37,821 ($18,890) ($68,880)
Office Equipment 1990 1993 $69,232 $8,695 $9,275 $580 ($18,731)
Printing 1990 1993 $6,061 $1,431 $1,050 ($381) ($1,388)
Reprographics 1990 1993 $82,000 $8,200 $40,000 $31,800 $7,109
Restaurant 1990 1993 $121,682 $10,330 $11,517 $1,187 ($28,626)
Retail 1990 1993 $11,280 $813 $1,797 $984 ($2,806)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanitation 1990 1993 $43,697 $5,148 $5,152 $4 ($10,588)
Telecommunications 1990 1993 $278,193 $20,246 $22,616 $2,370 ($58,857)
Miscellaneous 1990 1993 $595,538 ($98,697) $203,595 $302,292 $0
Video Production 1990 1993 $7,981 $374 $374 $0 ($1,484)
Computers 1991 1993 $248,090 $36,021 $36,834 $813 ($9,175)
Construction 1991 1993 $10,590 $869 $1,875 $1,006 ($4,480)
Furniture 1991 1993 $73,541 ($66) $603 $669 ($7,311)
Manufacturing & Production 1991 1993 $12,951 $0 $0 $0 $0
Material Handling 1991 1993 $43,408 $20,390 $23,147 $2,757 ($1,015)
Medical 1991 1993 $9,425 $5,708 $6,513 $805 $858
Sanitation 1991 1993 $37,743 $16,285 $15,506 ($779) $0
Computers 1992 1993 $79,557 $38,668 $38,668 $0 ($36,961)
Material Handling 1992 1993 $30,692 $149 $6,578 $6,429 ($17,976)
Computers 1989 1994 $468,870 $109,719 $109,720 $1 $102,026
Copiers 1989 1994 $13,461 $30 $30 $0 $0
Furniture 1989 1994 $218,655 $79,000 $79,000 $0 $80,901
Manufacturing & Production 1989 1994 $90,725 ($13) $0 $13 $0
Medical 1989 1994 $97,017 $699 $1,141 $441 $0
Office Equipment 1989 1994 $2,796 $0 $126 $126 $0
Printing 1989 1994 $14,123 $0 $0 $0 $0
Telecommunications 1989 1994 $10,950 ($2) $127 $129 $0
Agriculture 1990 1994 $73,503 $11,518 $12,258 $740 ($3,345)
Computers 1990 1994 $3,937,366 $957,935 $959,231 $1,295 $367,292
Construction 1990 1994 $141,052 $16,265 $16,265 $0 ($14,659)
Fixture 1990 1994 $100,514 $10,959 $10,959 $0 ($6,640)
Furniture 1990 1994 $282,115 $89,792 $94,919 $5,127 $43,164
Manufacturing & Production 1990 1994 $443,855 $121,619 $137,376 $15,757 ($8,207)
Material Handling 1990 1994 $411,986 $20,972 $20,972 $0 ($33,402)
Medical 1990 1994 $462,679 $42,572 $62,365 $19,792 $805
Mining 1990 1994 $9,631,966 $1,298,813 $1,298,813 $0 ($689,039)
Office Equipment 1990 1994 $34,402 $3,434 $3,434 $0 ($8,258)
Reprographics 1990 1994 $16,482 $4,547 $4,547 $0 $904
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1990 1994 $297,355 $32,327 $33,776 $1,449 ($29,158)
Retail 1990 1994 $841,977 $440,914 $440,914 $0 $668,569
Sanitation 1990 1994 $7,147 $0 $0 $0 $0
Telecommunications 1990 1994 $261,049 ($6,700) $30,311 $37,011 $11,248
Video Production 1990 1994 $45,804 $5,357 $5,365 $8 ($4,684)
Agriculture 1991 1994 $15,633 $625 $629 $4 $0
Computers 1991 1994 $684,631 $59,296 $59,296 $0 ($213,947)
Copiers 1991 1994 $39,270 $2,598 $648 ($1,950) ($15,152)
Environmental 1991 1994 $44,016 $864 $904 $41 $0
Furniture 1991 1994 $20,546 $906 $923 $17 $0
Material Handling 1991 1994 $66,497 $2,470 $2,642 $172 ($5,750)
Medical 1991 1994 $602,400 $306,415 $373,385 $66,970 $139,985
Sanitation 1991 1994 $83,638 $4,459 $4,634 $174 $0
Telecommunications 1991 1994 $11,188 $898 $1,146 $248 ($3,419)
Manufacturing & Production 1993 1994 $81,735 ($61) $34 $95 $0
Material Handling 1993 1994 $6,578 $3,110 $3,600 $490 $0
Sanitation 1994 1994 $7,320 $0 $0 $0 $0
Computers 1989 1995 $24,831 $1,574 $13 ($1,561) $0
Manufacturing & Production 1989 1995 $11,262 $4,128 $0 ($4,128) $0
Computers 1990 1995 $3,151,688 $784,267 $578,324 ($205,942) $61,278
Construction 1990 1995 $397,553 $139,680 $93,172 ($46,508) $2,914
Copiers 1990 1995 $26,920 $6,048 ($0) ($6,048) $0
Furniture 1990 1995 $64,010 $5,908 $4,760 ($1,148) $5,171
Material Handling 1990 1995 $108,329 $7,629 $6,899 ($730) ($15)
Medical 1990 1995 $919,987 $320,531 $260,980 ($59,551) $56,955
Manufacturing & Production 1990 1995 $846,718 $211,207 $244,937 $33,730 $243,103
Office Equipment 1990 1995 $38,014 $4,192 $2,111 ($2,081) $1,950
Reprographics 1990 1995 $102,003 $1 $1 $0 $0
Restaurant 1990 1995 $63,437 $4,636 $1,896 ($2,740) $897
Retail 1990 1995 $2,703,611 $349,429 $193,032 ($156,397) $184,637
Sanitation 1990 1995 $58,070 $4,110 $1,738 ($2,372) $1,518
Video Production 1990 1995 $3,404 $773 $0 ($773) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1995 $23,262 $7,034 $7,449 $415 $1,921
Computers 1991 1995 $2,712,345 $677,342 $648,479 ($28,863) $126,108
Construction 1991 1995 $25,214 $1,539 $2,727 $1,188 ($2,122)
Furniture 1991 1995 $62,471 $16,192 $5,091 ($11,101) ($4,400)
Material Handling 1991 1995 $34,473 $12,502 $12,105 ($397) $0
Manufacturing & Production 1991 1995 $132,184 $5,116 $50,110 $44,993 $27,132
Office Equipment 1991 1995 $48,350 $7,177 $9,506 $2,329 ($2,320)
Restaurant 1991 1995 $73,807 $3,637 $2,910 ($728) ($1,107)
Telecommunications 1991 1995 $52,499 $3,093 $7,262 $4,169 ($3,403)
Audio 1992 1995 $128,455 $98,566 $122,689 $24,123 $32,942
Computers 1992 1995 $76,900 $2,447 $15,248 $12,801 ($10,269)
Furniture 1992 1995 $188,807 $19,652 $19,652 $0 ($57,369)
Telecommunications 1992 1995 $64,731 $47,017 $55,634 $8,616 $23,500
Video Production 1992 1995 $382,790 $247,199 $298,045 $50,846 $122,650
Copiers 1993 1995 $35,000 $0 $0 $0 $0
Computers 1994 1995 $1,043,007 $346,471 $739,181 $392,710 $661,239
Furniture 1994 1995 $204,779 $171,324 $181,605 $10,281 $0
Medical 1994 1995 $23,671 $2,015 $2,015 $0 $0
Manufacturing & Production 1994 1995 $21,038 $17,225 $18,733 $1,509 $1,436
Computers 1995 1995 $17,231 $16,864 $2,383 ($14,481) $0
Telecommunications 1989 1996 $20,339 $0 $1,566 $1,566 $0
Computers 1990 1996 $1,056,724 $123,220 $88,594 ($34,626) $94,675
Fixtures 1990 1996 $19,989 $1,285 $250 ($1,034) ($1,034)
Furniture 1990 1996 $34,265 $10,881 $0 ($10,881) ($10,881)
Medical 1990 1996 $49,882 $3,282 $332 ($2,949) ($2,357)
Manufacturing & Production 1990 1996 $72,805 $2,611 $1,588 ($1,023) $3,342
Printing 1990 1996 $26,691 $728 $0 ($728) ($728)
Reprographics 1990 1996 $77,770 $5,381 $1,037 ($4,345) $0
Retail 1990 1996 $1,332,608 $149,542 $230,752 $81,210 $238,200
Telecommunications 1990 1996 $71,300 $4,781 $895 ($3,886) $0
Computers 1991 1996 $70,789 $2,113 $1,000 ($1,113) ($1,113)
Construction 1991 1996 $24,724 $3,791 $3,857 $66 $2,506
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture 1991 1996 $281,079 $24,453 $28,755 $4,302 $3,424
Material Handling 1991 1996 $45,771 $7,124 $3,307 ($3,817) $0
Restaurant 1991 1996 $16,013 $1,663 $2,152 $489 $1,976
Video Production 1991 1996 $56,632 $4,245 $4,245 $0 $538
Printing 1993 1996 $15,733 $3,714 $3,814 $100 $0
Computers 1994 1996 $21,284 $13,176 $0 ($13,176) ($13,176)
Fixtures 1994 1996 $20,045 $0 $0 $0 ($14,238)
Manufacturing & Production 1994 1996 $16,349 $6,081 $6,191 $109 ($7,085)
Computers 1995 1996 $36,894 $21,698 $0 ($21,698) ($29,812)
Fixtures 1994 1996 $28,449 $25,882 $0 ($25,882) ($25,882)
Furniture 1994 1996 $20,000 $0 $0 $0 $0
Computers 1990 1997 $84,679 $10,369 $0 ($10,369) $0
Computers 1993 1997 $31,527 $1,238 $1,492 $254 $0
Retail 1993 1997 $1,811,259 $166,382 $231,762 $65,380 ($165,810)
Computers 1994 1997 $106,912 $689 $1,493 $804 ($41,957)
Manufacturing & Production 1994 1997 $43,759 $2,460 $3,548 $1,089 ($15,221)
Telecommunications 1994 1997 $64,781 $1,953 $3,990 $2,037 ($11,293)
Computers 1995 1997 $9,584 $0 $0 $0 $0
Manufacturing & Production 1995 1997 $74,770 $0 $0 $0 $0
Restaurant 1995 1997 $12,030 $0 $0 $0 ($7,218)
Video Production 1995 1997 $27,067 $4,971 $0 ($4,971) $0
Computers 1996 1997 $16,033 $15,371 $1,768 ($13,604) $0
Printing 1996 1997 $48,047 $36,903 $42,713 $5,811 $0
Computers 1993 1998 $25,907 $0 $7 $7 (4)
Manufacturing & Production 1993 1998 $26,401 $0 $8 $8 (4)
Computers 1995 1998 $59,354 $0 $1 $1 (4)
Medical 1995 1998 $30,287 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1991 $2,942 $0 $0 $0 $0
Computers 1991 1991 $1,389 $0 $31 $31 $31
Construction 1991 1991 $906 $102 $256 $154 $154
Manufacturing & Production 1991 1991 $1,800 $328 $343 $15 $15
Material Handling 1991 1991 $1,383 $0 $269 $269 $269
Office Equipment 1991 1991 $1,233 $0 $0 $0 $0
Printing 1991 1991 $19,967 $0 $6 $6 $6
Retail 1991 1991 $6,714 $557 $639 $83 $83
Sanitation 1991 1991 $167,899 $168,591 $172,406 $3,815 $3,815
Agriculture 1991 1992 $7,013 $1,133 $300 ($834) ($773)
Computers 1991 1992 $451,724 $57,141 $55,313 ($1,828) ($38,009)
Construction 1991 1992 $233,875 $115,470 $119,943 $4,473 ($49,808)
Copiers 1991 1992 $4,634 ($1,798) $336 $2,134 $0
Fixture 1991 1992 $10,326,838 $1,421,047 $614 ($1,420,433) $0
Furniture 1991 1992 $3,478 $1 $1 $0 $0
Material Handling 1991 1992 $25,677 $10,492 $11,432 $940 ($3,074)
Medical 1991 1992 $12,817 $100 $100 $0 ($10,859)
Manufacturing & Production 1991 1992 $43,629 ($1,124) $1,754 $2,878 ($32,166)
Office Equipment 1991 1992 $8,342 $8,593 $3,261 ($5,332) $0
Printing 1991 1992 $16,961 $790 $944 $154 ($9,907)
Restaurant 1991 1992 $35,504 $22,369 $8,777 ($13,592) $0
Retail 1991 1992 $118,527 $273,200 $10,583 ($262,617) ($69,026)
Sanitation 1991 1992 $253,845 $111,627 $115,785 $4,158 $0
Telecommunications 1991 1992 $12,916 $7,936 $9,356 $1,420 ($2,588)
Miscellaneous 1991 1992 $53,827 $21,578 $13,932 ($7,646) $1,797
Agriculture 1991 1993 $57,287 $7,456 $9,998 $2,542 ($18,745)
Automotive 1991 1993 $6,266 $1,328 $1,427 $99 ($2,344)
Computers 1991 1993 $1,051,652 $162,294 $207,909 $45,615 ($325,207)
Construction 1991 1993 $464,100 $55,261 $78,501 $23,240 ($73,626)
Fixture 1991 1993 $2,403 $0 $0 $0 ($15,392)
Furniture 1991 1993 $99,455 $25,656 $15,551 ($10,105) ($138,905)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1993 $1,313,194 $708,948 $710,991 $2,043 ($81,725)
Manufacturing & Production 1991 1993 $207,168 $25,494 $33,904 $8,410 ($2,771)
Office Equipment 1991 1993 $50,397 $10,621 $11,360 $739 ($12,948)
Printing 1991 1993 $23,682 $425 $1,500 $1,075 $0
Reprographics 1991 1993 $3,898 $464 $464 $0 ($12,279)
Restaurant 1991 1993 $52,281 $8,374 $11,424 $3,050 ($45,442)
Retail 1991 1993 $107,672 $6,184 $14,538 $8,354 ($5,137)
Sanitation 1991 1993 $369,044 $58,844 $72,766 $13,922 ($3,854)
Telecommunications 1991 1993 $13,462 $609 $995 $386 ($1,686)
Transportation 1991 1993 $3,762 $271 $612 $341 $0
Construction 1992 1993 $14,788 ($961) $0 $961 $0
Retail 1992 1993 $4,093 ($139) $396 $535 ($2,058)
Agriculture 1991 1994 $37,987 $10,692 $14,276 $3,584 ($1,742)
Automotive 1991 1994 $54,591 $161 $190 $29 $0
Computers 1991 1994 $3,845,015 $145,861 $176,290 $30,428 ($761,570)
Construction 1991 1994 $144,438 $8,068 $10,874 $2,806 ($2,060)
Copiers 1991 1994 $2,041 ($0) $89 $89 $0
Environmental 1991 1994 $213,173 $94,203 $123,051 $28,848 ($38,471)
Fixture 1991 1994 $234,136 $31,188 $32,228 $1,040 ($64,973)
Furniture 1991 1994 $544,084 ($33,508) $42,733 $76,241 ($111,133)
Material Handling 1991 1994 $27,610 $9,861 $12,180 $2,320 ($8,523)
Medical 1991 1994 $166,398 $1,386 $15,777 $14,391 $490
Manufacturing & Production 1991 1994 $351,497 $31,295 $56,139 $24,844 ($79,430)
Office Equipment 1991 1994 $30,245 $0 $126 $125 $0
Printing 1991 1994 $1,066,789 $210,962 $210,962 $0 ($222,154)
Restaurant 1991 1994 $70,707 ($339) $796 $1,136 ($10,709)
Retail 1991 1994 $1,381,039 $152,323 $153,469 $1,146 ($361,934)
Sanitation 1991 1994 $173,772 $2,892 $4,374 $1,482 $0
Telecommunications 1991 1994 $277,162 ($2,629) $13,384 $16,013 ($57,036)
Video 1991 1994 $8,139 ($1) $327 $328 $0
Fixture 1992 1994 $15,450 $1,223 $1,552 $328 ($8,169)
Manufacturing & Production 1992 1994 $122,247 $21,475 $31,910 $10,435 ($37,107)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture 1994 1994 $65,659 $69,225 $73,420 $4,195 $0
Computers 1991 1995 $14,393,689 $1,892,673 $1,681,499 ($211,174) ($60,114)
Construction 1991 1995 $238,913 $14,433 $27,420 $12,987 ($149,560)
Copiers 1991 1995 $39,507 $3,456 $4,077 $621 $13,504
Fixtures 1991 1995 $804,453 $113,148 $89,760 ($23,388) ($16,463)
Furniture 1991 1995 $603,534 $29,758 $76,781 $47,023 $0
Medical 1991 1995 $3,713,348 $1,692,752 $2,084,752 $392,000 ($260,046)
Manufacturing & Production 1991 1995 $3,123,635 $917,619 $768,141 ($149,478) ($1,022,443)
Office Equipment 1991 1995 $347,197 $17,431 $17,435 $5 ($3,502)
Retail 1991 1995 $1,765,207 $206,416 $117,745 ($88,670) $854,893
Sanitation 1991 1995 $26,224 $6,541 ($655) ($7,196) $0
Telecommunications 1991 1995 $373,595 $37,285 $38,143 $858 ($103,967)
Video Production 1991 1995 $192,070 $4,450 $23,511 $19,062 $55,805
Furniture 1993 1995 $54,942 $42,999 $23,436 ($19,562)
Material Handling 1993 1995 $46,931 $13,325 $13,753 $428 $0
Restaurant 1994 1995 $436,966 $379,595 $411,179 $31,584 ($17,421)
Retail 1994 1995 $35,025 $10,101 $10,120 $19
Telecommunications 1994 1995 $19,591 $11,665 $1,542 ($10,123) ($13,275)
Fixtures 1995 1995 $25,958 $26,768 $26,866 $99
Agriculture 1991 1996 $7,362 $365 $0 ($365) ($365)
Computers 1991 1996 $3,287,984 $417,743 $317,557 ($100,185) $469,256
Fixtures 1991 1996 $142,743 $1,011 $0 ($1,011) ($1,011)
Furniture 1991 1996 $1,670,320 ($155,540) $83,650 $239,190 $303,948
Medical 1991 1996 $2,023,960 $774,664 $377,555 ($397,109) $459,686
Manufacturing & Production 1991 1996 $160,029 $4,540 $1,849 ($2,691) ($812)
Restaurant 1991 1996 $85,715 ($780) $7,296 $8,077 $11,319
Retail 1991 1996 $71,310 $8,481 $1,150 ($7,331) $1,390
Sanitation 1991 1996 $4,363 $433 $0 ($433) ($433)
Telecommunications 1991 1996 $95,843 $6,362 $9,248 $2,886 $7,641
Transportation 1991 1996 $815,481 $30,308 $85,288 $54,980 $86,899
Video 1991 1996 $180,577 $3,186 $12,790 $9,604 $17,915
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1996 $97,543 $11,860 $12,140 $278 $0
Environmental 1992 1996 $157,907 $3,659 $8,533 $4,874 ($11,597)
Retail 1992 1996 $53,003 $3,147 $3,897 $750 $0
Telecommunications 1992 1996 $362,250 ($28,983) $4,851 $33,834 ($21,366)
Manufacturing & Production 1993 1996 $16,123 $0 $0 $0 $0
Computers 1994 1996 $18,698 $216 $441 $255 ($11,060)
Construction 1994 1996 $14,015 $1,020 $1,020 $0 $0
Medical 1994 1996 $18,685 $15,364 $3,000 ($12,364) ($9,364)
Manufacturing & Production 1994 1996 $35,203 $0 $0 $0 ($21,180)
Office Equipment 1994 1996 $17,293 $596 $596 $0 $0
Telecommunications 1994 1996 $4,820 $0 $0 $0 $0
Computer 1991 1997 $5,327 $94 $3,865 $3,771 $4,461
Medical 1991 1997 $2,499,782 $258,686 $258,686 $0 $258,686
Retail 1991 1997 $30,855 $0 $2,500 $2,500 $3,475
Retail 1992 1997 $97,767 $1 $79 $78 $0
Sanitation 1992 1997 $147,542 $0 $1,640 $1,640 $0
Video Production 1992 1997 $66,253 $11,586 $12,305 $719 $3,869
Computers 1993 1997 $21,303 $0 $11 $11 $0
Manufacturing & Production 1993 1997 $36,069 ($0) $736 $736 $0
Restaurant 1993 1997 $25,794 $784 $1,400 $616 $0
Retail 1993 1997 $1,442,919 $134,489 $182,728 $48,239 ($136,145)
Automotive 1994 1997 $16,431 $5,412 $6,561 $1,149 ($376)
Computers 1994 1997 $24,615 $1,159 $1,350 $191 ($4,988)
Fixtures 1994 1997 $16,090 $872 $726 ($146) ($5,244)
Furniture 1994 1997 $12,814 $2,514 $0 ($2,514) $0
Manufacturing & Production 1994 1997 $86,687 $26 $1,462 $1,436 ($26,470)
Material Handling 1994 1997 $15,324 $0 $242 $242 ($5,888)
Medical 1994 1997 $485,541 $43,278 $31,102 ($12,176) $12,051
Telecommunications 1994 1997 $28,364 $1,496 $2,201 $705 ($9,751)
Manufacturing & Production 1995 1997 $25,764 $323 $1,349 $1,025 $0
Restaurant 1995 1997 $15,364 ($0) $0 $0 ($9,219)
Telecommunications 1995 1997 $34,104 $22,816 $0 ($22,816) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Audio 1996 1997 $46,335 $0 $0 $0 $0
Auto 1996 1997 $19,219 $602 $2,799 $2,197 $0
Computers 1996 1997 $81,936 $30,716 $32,590 $1,873 $0
Restaurant 1996 1997 $14,346 $13,996 $16,964 $2,968 $0
Telecommunications 1996 1997 $50,797 $886 $886 $0 $0
Construction 1991 1998 $13,317 $1,046 $1,244 $198 (4)
Fixtures 1994 1998 $27,381 $2,281 $3,432 $1,152 (4)
Computers 1995 1998 $19,695 $0 $708 $708 (4)
Manufacturing & Production 1995 1998 $36,284 $0 $0 $0 (4)
Restaurant 1995 1998 $24,039 $0 $46 $46 (4)
Auto 1996 1998 $22,278 $0 $2,245 $2,245 (4)
Computers 1996 1998 $14,663 $0 $894 $894 (4)
Video Production 1996 1998 $8,487 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1992 $48,364 $0 $0 $0 $0
Medical 1992 1992 $422,800 $406,812 $180,617 ($226,195) ($21,855)
Manufacturing & Production 1992 1992 $922,806 $0 $0 $0 $0
Telecommunications 1991 1992 $2,965 $3,153 $0 ($3,153) $0
Telecommunications 1992 1992 $9,287 $2,960 $19,223 $16,262 $9,564
Video Production 1992 1992 $66,253 $0 $0 $0 $0
Medical 1991 1993 $1,473,719 $767,962 $767,962 $0 ($367,414)
Manufacturing & Production 1991 1993 $729,750 $554,748 $690,006 $135,258 $230,288
Restaurant 1991 1993 $10,967 $9,300 $12,098 $2,798 $5,185
Computers 1992 1993 $804,823 $52,481 $51,141 ($1,340) ($28,781)
Construction 1992 1993 $4,788 $1,071 $1,076 $5 ($2,902)
Copiers 1992 1993 $3,464 $1,071 $1,072 $1 ($1,699)
Furniture 1992 1993 $38,333 $847 $4,245 $3,398 ($26,422)
Manufacturing & Production 1992 1993 $1,659,018 $235,971 $239,336 $3,365 ($108,394)
Material Handling 1992 1993 $4,261 $1,826 $1,826 $0 ($1,617)
Medical 1992 1993 $1,053,825 $421,329 $499,671 $78,342 ($312,299)
Office Equipment 1992 1993 $7,692 $968 $2,919 $1,951 ($3,263)
Sanitation 1992 1993 $9,167 $1,457 $1,457 $0 ($6,364)
Telecommunications 1992 1993 $210,033 $97,163 $97,355 $192 ($118,167)
Medical 1993 1993 $190,018 $27,839 $31,758 $3,919 ($15,146)
Computers 1991 1994 $5,918,285 $1,988,610 $1,988,610 $0 $364,917
Medical 1991 1994 $4,337,672 $1,324,650 $1,325,089 $440 $275,632
Manufacturing & Production 1991 1994 $564,133 $135,237 $139,295 $4,058 ($4,466)
Mining 1991 1994 $6,882,703 $1,911,959 $1,911,959 $0 ($335,688)
Telecommunications 1991 1994 $4,457 $0 $207 $207 $0
Agriculture 1992 1994 $14,661 $308 $392 $84 ($5,218)
Automotive 1992 1994 $2,180 $596 $596 $0 ($752)
Computers 1992 1994 $1,742,271 $515,871 $517,638 $1,767 ($202,085)
Construction 1992 1994 $6,320 $1,583 $1,511 ($72) ($575)
Copiers 1992 1994 $27,272 $3,088 $3,088 $0 ($6,206)
Environmental 1992 1994 $18,502 $3,377 $3,334 ($43) ($8,169)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixtures 1992 1994 $30,123 $4,000 $4,966 $966 $0
Furniture 1992 1994 $128,339 $33,457 $34,909 $1,452 ($45,840)
Material Handling 1992 1994 $1,292,595 $1,131,118 $1,129,165 ($1,953) ($7,118)
Medical 1992 1994 $2,243,134 $607,899 $713,599 $105,700 ($627,651)
Manufacturing & Production 1992 1994 $160,816 $85,334 $89,861 $4,527 ($30,668)
Office Equipment 1992 1994 $15,083 $3,869 $3,866 ($3) ($5,979)
Photography 1992 1994 $3,696 $747 $747 $0 ($1,651)
Printing 1992 1994 $12,680 $728 $728 $0 ($2,409)
Restaurant 1992 1994 $85,349 $4,717 $3,740 ($977) ($7,665)
Retail 1992 1994 $14,260 $1,686 $1,686 $0 ($3,106)
Sanitation 1992 1994 $2,333 $707 $707 $0 $0
Telecommunications 1992 1994 $10,655 $3,409 $3,569 $160 ($3,119)
Transportation 1992 1994 $2,452 $716 $442 ($274) ($1,046)
Video Production 1992 1994 $6,320 $2,055 $1,755 ($301) ($2,283)
Medical 1993 1994 $99,286 $21,595 $21,772 $178 $0
Restaurant 1994 1994 $287,433 $276,973 $296,218 $19,245 $0
Computers 1991 1995 $54,716 $6,105 $8,769 $2,664 $66,761
Fixtures 1991 1995 $20,592 $6,858 $466 ($6,391) ($5,577)
Furniture 1991 1995 $671,313 $182,750 $320,524 $137,774 ($6,770)
Medical 1991 1995 $4,238,594 $737,052 $700,553 $17,535 ($71,628)
Manufacturing & Production 1991 1995 $27,177 $1,358 $0 ($1,358) ($1,358)
Retail 1991 1995 $130,096 $31,986 $65,301 $33,315 ($1,749)
Sanitation 1991 1995 $74,519 $8,525 $40,968 $32,443 ($3,429)
Agriculture 1992 1995 $61,210 $12,058 $12,959 $1,475 ($15,540)
Audio 1992 1995 $15,467 $2,721 $0 ($1,964) ($1,964)
Automotive 1992 1995 $21,561 $11,527 ($0) ($1,840) ($1,840)
Computers 1992 1995 $212,151 $24,123 $20,948 ($2,754) ($21,058)
Construction 1992 1995 $39,933 $7,207 $6,398 $0 $38
Fixtures 1992 1995 $18,898 $2,668 $2,668 $0 ($432)
Furniture 1992 1995 $12,485 $1,209 $0 ($1,209) ($1,209)
Material Handling 1992 1995 $2,697,355 $3,586,072 $3,969,642 $1,139,585 ($724,447)
Medical 1992 1995 $3,348,398 $714,943 $494,343 ($220,601) ($1,322,760)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1992 1995 $1,101,940 $268,754 $269,476 $4,782 ($67,950)
Office Equipment 1992 1995 $2,469 $0 $198 $198 $0
Restaurant 1992 1995 $21,586 $3,710 $3,732 $22 $0
Retail 1992 1995 $160,369 $29,643 $26,957 $1,227 ($751)
Sanitation 1992 1995 $6,460 $1,545 $1,497 ($48) $0
Telecommunications 1992 1995 $224,337 $37,338 $70,923 $33,585 ($718)
Video Production 1992 1995 $95,387 $25,897 $30,829 $5,442 ($428)
Medical 1993 1995 $426,311 $0 $0 $0 $0
Material Handling 1993 1995 $26,836 $19,079 $0 ($19,079) ($19,078)
Agriculture 1994 1995 $16,304 $9,913 $10,262 $348 $0
Computers 1994 1995 $16,175 $15,485 $0 ($15,485) ($15,485)
Medical 1994 1995 $30,222 $5,772 $8,996 $3,225 $0
Manufacturing & Production 1994 1995 $17,817 $14,606 $15,678 $1,072 $0
Restaurant 1994 1995 $312,000 $247,116 $271,401 $24,285 $0
Medical 1995 1995 $10,146 $1,999 $2,000 $1 $0
Computers 1991 1996 $16,882 ($2) $105 $107 $0
Fixtures 1991 1996 $25,308 $1,210 $3,244 $2,034 $4,404
Printing 1991 1996 $20,891 ($95) $556 $650 $1,280
Audio 1992 1996 $16,137 $1,887 $1,905 $18 ($1,367)
Automotive 1992 1996 $33,805 $5,441 $2,000 ($3,441) ($722)
Computers 1992 1996 $280,451 $31,923 $10,348 ($21,575) ($20,806)
Construction 1992 1996 $50,624 $5,797 $6,467 $670 ($1,915)
Copiers 1992 1996 $11,160 $1,449 $0 ($1,449) ($845)
Environmental 1992 1996 $6,810 $936 $0 ($936) $0
Fixtures 1992 1996 $99,216 $11,745 $20,000 $8,255 ($1,825)
Furniture 1992 1996 $20,459 $3,706 $0 ($3,706) ($70)
Material Handling 1992 1996 $20,615,957 $10,585,846 $12,476,033 $1,891,187 $303,725
Medical 1992 1996 $2,462,850 $252,786 $243,792 ($8,994) ($167,648)
Manufacturing & Production 1992 1996 $1,414,399 $117,455 $59,071 ($58,384) ($74,762)
Office Equipment 1992 1996 $60,154 $9,886 $9,300 ($586) ($531)
Photography 1992 1996 $7,252 $1,286 $0 ($1,286) $0
Printing 1992 1996 $16,757 $2,390 $0 ($2,390) ($2,390)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1992 1996 $108,729 $13,773 $6,318 ($7,455) ($3,765)
Retail 1992 1996 $14,165 $609 $768 $159 $0
Sanitation 1992 1996 $44,503 $6,313 $4,821 ($1,491) ($5,206)
Telecommunications 1992 1996 $427,770 $44,812 $157,751 $112,939 $72,457
Video Production 1992 1996 $21,426 $3,259 $2,455 ($804) $0
Medical 1993 1996 $133,170 $4,221 $61,949 $57,728 $6,191
Manufacturing & Production 1993 1996 $36,441 ($484) $0 $484 $0
Office Equipment 1993 1996 $24,195 ($4) $0 $4 $0
Telecommunications 1993 1996 $24,949 ($4) $881 $885 $0
Computers 1994 1996 $252,860 $4,417 $58,071 $53,654 $14,037
Fixtures 1994 1996 $12,057 $0 $781 $781 ($6,175)
Furniture 1994 1996 $27,035 $23,539 $26,106 $2,567 $5,735
Restaurant 1994 1996 $16,307 $13,051 $4,750 ($8,301) ($8,301)
Telecommunications 1994 1996 $15,157 $10,262 $11,572 $1,310 ($7,857)
Computers 1995 1996 $6,916 $201 $750 $549 ($4,753)
Fixtures 1995 1996 $15,241 $9,204 $9,796 $593 $0
Medical 1995 1996 $6,162 $1,353 $19 $0 $0
Manufacturing & Production 1995 1996 $26,538 $25,942 $0 ($25,942) ($25,942)
Restaurant 1995 1996 $508,782 $434,244 $487,909 $53,665 $0
Manufacturing & Production 1996 1996 $51,625 $44,861 $48,959 $4,098 $0
Medical 1991 1997 $1,149,504 $276,606 $96,118 $0 $188,884
Automotive 1992 1997 $24,515 $4,367 $3,040 ($1,328) $1,981
Computers 1992 1997 $347,614 $11,917 $19,814 $7,898 $36,824
Copiers 1992 1997 $9,748 $976 $976 $0 $850
Fixture 1992 1997 $104,162 $0 $0 $0 $0
Furniture 1992 1997 $32,575 $5,708 $2,170 ($3,538) $1,208
Manufacturing & Production 1992 1997 $141,478 $11,341 $7,043 ($4,298) $6,046
Medical 1992 1997 $954,760 $103,649 $109,333 $6,185 $84,846
Printing 1992 1997 $85,513 $7,321 $5,849 ($1,472) $5,523
Retail 1992 1997 $362,443 $60,710 $84,800 $24,090 $79,536
Sanitation 1992 1997 $32,997 $3,983 $0 ($3,983) ($0)
Telecommunications 1992 1997 $18,803 $2,524 $0 ($2,524) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Video Production 1992 1997 $20,356 $3,472 $3,494 $22 $2,691
Computers 1993 1997 $39,800 $7,443 $7,997 $554 $0
Fixture 1993 1997 $79,718 $3,455 $3,455 $0 ($12,386)
Furniture 1993 1997 $23,436 $0 $1,307 $1,307 $0
Manufacturing & Production 1993 1997 $77,698 $421 $9,876 $9,455 $1,527
Restaurant 1993 1997 $17,005 ($3) $0 $3 $0
Retail 1993 1997 $42,786 $5,800 $32 ($5,769) $0
Telecommunications 1993 1997 $76,929 $2,509 $2,622 $113 $0
Video Production 1993 1997 $233,785 $52,954 $32,076 ($20,879) $0
Computers 1994 1997 $125,746 $3,499 $8,344 $4,845 ($14,285)
Fixture 1994 1997 $90,785 $6,445 $9,149 $2,704 ($33,609)
Manufacturing & Production 1994 1997 $13,760 $962 $1,381 $419 ($3,712)
Restaurant 1994 1997 $51,400 $488 $2,198 $1,710 ($18,580)
Retail 1994 1997 $1,501,983 $319,666 $256,568 $2 ($295,191)
Telecommunications 1994 1997 $56,505 $546 $1,770 $1,224 ($8,729)
Computers 1995 1997 $1,754,928 $299,886 $568,598 $1,619 $983,173
Manufacturing & Production 1995 1997 $1,732,267 $0 $570,337 $235,733 ($603,350)
Medical 1995 1997 $88,444 $784 $4,806 $4,022 $0
Printing 1995 1997 $549,350 $58,767 $451,179 $0 $597,439
Retail 1995 1997 $20,061 $11,468 $11,761 $292 $0
Computers 1996 1997 $36,872 $34,667 $400 ($34,267) $0
Fixture 1996 1997 $51,207 $40,982 $0 ($32,982) $0
Manufacturing & Production 1996 1997 $14,123 $12,443 $1,500 ($10,943) $0
Printing 1996 1997 $3,795 $0 $0 $0 $0
Computers 1997 1997 $20,254 $17,290 $0 ($17,290) $0
Restaurant 1997 1997 $53,637 $55,316 $64,495 $9,179 $0
Manufacturing & Production 1992 1998 $1,773,568 $510,063 $119,788 ($390,275) (4)
Medical 1992 1998 $28,431 $2,072 $3,993 $1,921 (4)
Retail 1993 1998 $14,272 $1,396 $0 ($1,396) (4)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1994 1998 $24,055 $0 $817 $817 (4)
Restaurant 1994 1998 $379,600 $27,557 $27,437 ($120) (4)
Retail 1994 1998 $254,056 $52,524 $35,943 ($16,581) (4)
Computers 1995 1998 $376,491 $42,215 $56,599 $14,384 (4)
Manufacturing & Production 1995 1998 $24,669 $0 $0 $0 (4)
Restaurant 1995 1998 $59,938 $0 $822 $821 (4)
Video Production 1995 1998 $21,548 $0 $0 $0 (4)
Computers 1996 1998 $6,368 $0 $0 $0 (4)
Manufacturing & Production 1996 1998 $49,800 $1,393 $4,500 $3,107 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1993 $78,708 $20,578 $21,261 $683 ($1,297)
Computers 1992 1993 $215,949 $106,608 $109,268 $2,660 $2,490
Construction 1992 1993 $19,166 $19,167 $19,758 $591 $2,748
Copiers 1992 1993 $20,119 $15,801 $16,186 $385 $2,162
Fixture 1992 1993 $34,015 $9,860 $11,228 $1,368 ($3,366)
Furniture 1992 1993 $35,126 $19,425 $19,425 $0 $0
Material Handling 1992 1993 $10,885 $6,689 $6,261 ($428) ($3,371)
Medical 1992 1993 $64,989 $4,223 $7,894 $3,671 ($22,951)
Manufacturing & Production 1992 1993 $214,901 $175,434 $180,435 $5,001 $7,349
Office Equipment 1992 1993 $56,763 $43,220 $45,905 $2,685 $2,491
Photography 1992 1993 $26,342 $21,122 $21,730 $608 ($2,163)
Printing 1992 1993 $5,275 $3,153 $3,153 $0 ($1,923)
Restaurant 1992 1993 $409,680 $272,826 $287,325 $14,499 $12,819
Sanitation 1992 1993 $16,288 $15,857 $16,556 $699 $2,098
Telecommunications 1992 1993 $61,395 $61,417 $62,977 $1,560 $8,481
Video Production 1992 1993 $17,990 $14,524 $15,710 $1,186 $1,867
Miscellaneous 1993 1993 $120,994 $77,602 $83,587 $5,985 $0
Agriculture 1993 1993 $116,298 $66,730 $83,866 $17,136 ($13,187)
Automotive 1993 1993 $271,300 $116,885 $117,399 $514 $0
Computers 1993 1993 $195,697 $48,654 $56,378 $7,724 $0
Construction 1993 1993 $38,791 $21,486 $25,834 $4,348 ($5,210)
Copiers 1993 1993 $80,019 $9,877 $13,724 $3,847 $0
Environmental 1993 1993 $14,991 $0 $0 $0 $0
Fixture 1993 1993 $111,120 $93,400 $109,342 $15,942 $0
Furniture 1993 1993 $25,242 $19,885 $18,203 ($1,682) $0
Material Handling 1993 1993 $176,632 $155,737 $183,099 $27,362 ($1,077)
Medical 1993 1993 $71,355 $57,939 $61,890 $3,951 $3,111
Manufacturing & Production 1993 1993 $26,412 $13,095 $15,580 $2,485 $0
Office Equipment 1993 1993 $14,703 $6,487 $7,422 $935 $0
Printing 1993 1993 $60,010 $12,274 $14,636 $2,362 $1,433
Restaurant 1993 1993 $63,908 $27,607 $31,424 $3,817 $0
Retail 1993 1993 $6,477 $1 $0 ($1) $0
Sanitation 1993 1993 $2,107 $82 $88 $6 ($1,893)
Telecommunications 1993 1993 $6,178,527 $5,799,650 $7,119,747 $1,320,097 $1,417,499
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Transportation 1993 1993 $324,407 $260,480 $292,416 $31,936 $34,565
Video Production 1993 1993 $20,683 $20,683 $25,715 $5,032 $0
Agriculture 1992 1994 $49,841 $10,474 $10,474 $0 ($6,108)
Audio 1992 1994 $32,788 $7,383 $7,782 $399 $0
Automotive 1992 1994 $126,970 $11,657 $12,272 $615 $0
Computers 1992 1994 $198,376 $8,722 $8,549 ($172) ($14,333)
Construction 1992 1994 $54,843 $17,730 $17,730 $0 ($4,433)
Copiers 1992 1994 $15,376 $1,775 $1,775 $0 ($1,079)
Environmental 1992 1994 $31,995 $0 $0 $0 $0
Fixture 1992 1994 $20,674 $164 $1,064 $900 ($9,736)
Furniture 1992 1994 $61,625 $5,370 $5,636 $266 $0
Manufacturing & Production 1992 1994 $101,122 $13,969 $14,432 $463 ($21,582)
Material Handling 1992 1994 $2,734,334 $2,174,030 $2,212,133 $38,103 $0
Medical 1992 1994 $314,509 $34,726 $59,635 $24,909 ($113,150)
Office Equipment 1992 1994 $2,540 $118 $118 $0 $0
Photography 1992 1994 $47,692 $6,973 $6,973 $0 ($16,375)
Printing 1992 1994 $48,147 $36,679 $36,679 $0 $16,360
Restaurant 1992 1994 $474,258 $92,399 $94,557 $2,158 ($10,127)
Retail 1992 1994 $8,087 $878 $274 ($604) ($2,014)
Sanitation 1992 1994 $103,149 $38,401 $39,685 $1,284 ($358)
Telecommunications 1992 1994 $66,815 $26,524 $27,991 $1,468 ($1,110)
Video Production 1992 1994 $12,663 $1,074 $1,074 $0 ($663)
Agriculture 1993 1994 $43,840 $19,762 $20,825 $1,063 $0
Automotive 1993 1994 $786,378 $155,107 $163,558 $8,450 ($634)
Computers 1993 1994 $771,516 $130,886 $181,111 $50,226 ($3,077)
Construction 1993 1994 $274,175 $30,496 $38,465 $7,969 ($55,502)
Copiers 1993 1994 $82,454 $24,366 $26,172 $1,806 $0
Environmental 1993 1994 $49,112 $73 $93 $20 $0
Fixture 1993 1994 $77,419 $302 $303 $1 $0
Furniture 1993 1994 $280,317 $46,066 $50,280 $4,214 $0
Material Handling 1993 1994 $192,609 $37,782 $45,441 $7,659 ($11,521)
Medical 1993 1994 $77,005 $27,502 $29,111 $1,609 $0
Manufacturing & Production 1993 1994 $173,000 $18,644 $22,629 $3,986 ($2,632)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Miscellaneous 1993 1994 $10,796 $2,469 $2,469 $0 $0
Office Equipment 1993 1994 $43,986 $4,723 $5,910 $1,187 ($975)
Photography 1993 1994 $4,929 $292 $293 $1 $0
Printing 1993 1994 $77,122 $8,529 $8,530 $1 ($10,269)
Restaurant 1993 1994 $626,431 $287,444 $335,720 $48,276 ($340)
Retail 1993 1994 $103,594 $3,848 $4,856 $1,008 ($412)
Telecommunications 1993 1994 $3,820,321 $919,560 $1,253,601 $334,040 ($102,561)
Transportation 1993 1994 $287,586 $42,283 $51,224 $8,941 $0
Computers 1994 1994 $534,310 ($4,957) $0 $4,957 $0
Telecommunications 1994 1994 $1,787 $74 $95 $22 $0
Audio 1992 1995 $67,722 $9,191 $8,143 ($1,048) ($8,721)
Automotive 1992 1995 $245,537 $55,390 $30,876 ($24,514) ($62,029)
Computers 1992 1995 $670,255 $143,868 $69,402 ($74,466) ($139,420)
Construction 1992 1995 $91,856 $12,337 $11,839 ($498) ($12,399)
Copiers 1992 1995 $68,193 $17,372 $8,598 ($8,775) ($14,211)
Fixtures 1992 1995 $191,523 $41,188 $15,314 ($25,874) ($49,304)
Furniture 1992 1995 $321,142 $35,203 $22,974 ($12,230) ($28,301)
Material Handling 1992 1995 $34,982 $10,003 $10,666 $662 ($1,678)
Medical 1992 1995 $89,384 $3,814 $4,681 $867 ($11,772)
Manufacturing & Production 1992 1995 $315,323 $29,833 $26,162 ($3,671) ($53,473)
Office Equipment 1992 1995 $33,105 $17,344 $13,159 ($4,185) ($4,487)
Photography 1992 1995 $84,703 $13,769 $11,838 ($1,931) ($17,573)
Printing 1992 1995 $73,624 $14,780 $12,386 ($2,394) ($19,388)
Restaurant 1992 1995 $712,329 $90,616 $75,578 ($15,038) ($124,260)
Retail 1992 1995 $32,891 $10,703 $8,863 ($1,840) ($2,270)
Sanitation 1992 1995 $38,998 $767 $174 ($594) ($5,619)
Telecommunications 1992 1995 $79,770 $15,518 $12,517 ($3,001) ($14,459)
Video Production 1992 1995 $49,130 $2,010 $3,312 $1,302 ($6,072)
Agriculture 1993 1995 $30,211 $1 $0 ($1) $0
Automotive 1993 1995 $4,282,836 $349,513 $264,887 ($84,626) ($136,043)
Computers 1993 1995 $2,229,596 $188,186 $300,197 $112,011 ($168,156)
Construction 1993 1995 $156,808 $13,060 $13,838 $778 ($4,890)
Copiers 1993 1995 $182,402 $34,023 $41,091 $7,068 ($10,107)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Environmental 1993 1995 $72,193 $5,272 $10,169 $4,897 ($6,179)
Fixtures 1993 1995 $46,183 $4,458 $11,658 $7,200 $0
Furniture 1993 1995 $188,312 $22,536 $30,392 $7,856 ($2,545)
Material Handling 1993 1995 $215,464 $49,495 $47,550 ($1,945) ($8,613)
Medical 1993 1995 $321,168 $95,551 $62,632 ($32,918) ($11,098)
Manufacturing & Production 1993 1995 $214,562 $27,462 $18,400 ($9,062) ($10,793)
Office Equipment 1993 1995 $139,093 $6,376 $8,860 $2,485 ($240)
Printing 1993 1995 $86,115 $4,822 $7,457 $2,635 ($13,293)
Restaurant 1993 1995 $409,084 $48,198 $13,030 ($35,168) ($34,988)
Retail 1993 1995 $1,611,420 $1,042,917 $1,159,756 $116,839 $229,970
Telecommunications 1993 1995 $4,286,056 $743,382 $725,892 ($17,490) ($498,634)
Transportation 1993 1995 $492,417 $107,360 $20,019 ($87,341) ($41,603)
Video Production 1993 1995 $44,694 $834 $2,186 $1,353 ($38)
Computers 1994 1995 $87,124 $6,538 $6,681 $143 ($23,642)
Manufacturing & Production 1994 1995 $4,274,389 $3,282,651 $3,920,390 $637,739 $197,449
Restaurant 1994 1995 $328,731 $249,347 $279,689 $30,342 ($13,335)
Telecommunications 1994 1995 $216,656 $23,994 $131,743 $107,749 ($34,910)
Computers 1995 1995 $36,958 $33,442 $33,448 $6 $0
Copiers 1995 1995 $7,609 $6,148 $6,493 $346 $0
Medical 1995 1995 $2,583 $1,128 $2,188 $1,059 $0
Manufacturing & Production 1995 1995 $6,457 $2,849 $2,850 $1 $0
Agriculture 1992 1996 $31,460 $0 $0 $0 ($682)
Audio 1992 1996 $92,826 ($2,059) $3,806 $5,865 $3,870
Automotive 1992 1996 $287,713 $6,658 $17,197 $10,540 ($3,064)
Boats and Barges 1992 1996 $11,212,811 $5,847,446 $6,484,930 $997,484 $1,494,529
Computers 1992 1996 $898,409 $25,742 $43,694 $17,952 ($13,007)
Construction 1992 1996 $123,305 $14,286 $8,278 ($6,008) ($16,199)
Copiers 1992 1996 $68,955 ($1,779) $1,015 $2,794 ($1,081)
Environmental 1992 1996 $40,826 $3,783 $0 ($3,783) ($4,085)
Fixtures 1992 1996 $111,866 $6,089 $3,401 ($2,688) ($6,541)
Furniture 1992 1996 $146,474 $3,363 $5,462 $2,100 ($2,755)
Material Handling 1992 1996 $21,393 $8,813 $2,100 ($6,713) ($2,452)
Medical 1992 1996 $146,946 $11,947 $9,110 ($2,837) ($6,459)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1992 1996 $667,197 $65,774 $45,284 ($20,490) ($46,664)
Mining 1992 1996 $578,501 $170,022 $185,000 $14,978 $60,364
Office Equipment 1992 1996 $16,072 $569 $689 $120 ($602)
Photography 1992 1996 $141,810 $15,166 $6,252 ($8,914) ($14,371)
Printing 1992 1996 $145,378 $11,275 $15,431 $4,156 $6,849
Restaurant 1992 1996 $884,581 $44,176 $26,729 ($17,446) ($44,464)
Retail 1992 1996 $96,493 $3,602 $6,900 $3,298 ($1,170)
Sanitation 1992 1996 $98,510 $3,375 $493 ($2,882) ($2,914)
Telecommunications 1992 1996 $761,258 $59,641 $98,290 $38,650 $47,869
Video Production 1992 1996 $121,200 $6,149 $7,489 $1,339 ($3,760)
Agriculture 1993 1996 $21,432 $0 $70 $70 $0
Automotive 1993 1996 $4,857,549 $272,271 $189,368 ($82,903) ($162,026)
Computers 1993 1996 $3,479,468 $395,869 $645,770 $249,901 ($677,445)
Construction 1993 1996 $96,756 $7,966 $30,293 $22,327 $16,919
Copiers 1993 1996 $106,667 $7,311 $9,624 $2,313 ($303)
Environmental 1993 1996 $247,777 $17,423 $5,377 ($12,046) ($30,332)
Fixtures 1993 1996 $105,895 $0 $1,315 $1,315 $0
Furniture 1993 1996 $279,345 $35,048 $49,121 $14,073 ($29,464)
Material Handling 1993 1996 $101,226 $2,241 $3,333 $1,092 ($104)
Medical 1993 1996 $540,339 $7,760 $17,215 $9,455 $1,594
Manufacturing & Production 1993 1996 $726,873 $36,559 $63,956 $27,397 ($15,009)
Miscellaneous 1993 1996 $109,700 ($5) $3,135 $3,141 $0
Office Equipment 1993 1996 $325,028 $3,026 $12,953 $9,927 ($53,619)
Printing 1993 1996 $185,965 $10,656 $20,955 $10,299 ($4,786)
Restaurant 1993 1996 $280,383 $6,137 $12,560 $6,424 ($704)
Retail 1993 1996 $440,090 $71,872 $57,200 ($14,672) ($36,991)
Sanitation 1993 1996 $18,319 $3,870 $14,042 $10,172 $7,122
Telecommunications 1993 1996 $3,379,187 $417,507 $467,241 $49,735 ($193,057)
Transportation 1993 1996 $87,016 $8,588 $27,917 $19,330 $14,920
Video Production 1993 1996 $113,063 $9,869 $472 ($9,397) ($31,337)
Computers 1994 1996 $145,099 $18,104 $33,695 $15,591 ($51,596)
Fixtures 1994 1996 $5,701 ($248) $15 $263 $0
Furniture 1994 1996 $43,911 $5,660 $0 ($5,660) ($13,787)
Material Handling 1994 1996 $40,874 $4,719 $8,180 $3,462 $265,046
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1994 1996 $600,290 $58,047 $64,059 $6,012 ($285,307)
Manufacturing & Production 1994 1996 $119,549 $31,979 $25,267 ($6,712) ($42,424)
Printing 1994 1996 $39,622 $6,853 $4,000 ($2,853) ($15,129)
Restaurant 1994 1996 $27,415 $14,772 $0 ($14,772) ($16,490)
Telecommunications 1994 1996 $15,173 ($6) $302 $308 $0
Computers 1995 1996 $173,672 $29,108 $20,133 ($8,975) ($7,703)
Copiers 1995 1996 $5,041 $0 $378 $378 $0
Fixtures 1995 1996 $44,435 $9,918 $7,530 ($2,389) ($2,388)
Furniture 1995 1996 $11,279 $0 $0 $0 ($9,023)
Material Handling 1995 1996 $3,725 $125 $420 $295 $0
Medical 1995 1996 $104,042 $82,701 $37,325 ($45,376) ($45,738)
Manufacturing & Production 1995 1996 $213,504 $115,772 $77,296 ($38,476) ($36,655)
Printing 1995 1996 $6,610 $2,807 $2,967 $160 $0
Restaurant 1995 1996 $69,892 $66,077 $36,359 ($29,718) ($29,718)
Retail 1995 1996 $623,532 $524,555 $584,336 $59,781 $0
Telecommunications 1995 1996 $57,101 $3,218 $1,541 ($1,677) ($1,867)
Video Production 1995 1996 $25,738 $12,618 $13,408 $790 $0
Computers 1996 1996 $24,535 $7,962 $0 ($7,962) ($7,962)
Manufacturing & Production 1996 1996 $52,320 $52,930 $0 $52,930 $0
Restaurant 1996 1996 $7,247 $114 $1,500 $1,386 ($1,312)
Automotive 1992 1997 $35,277 $0 $10,419 $10,419 $13,003
Computers 1992 1997 $74,483 $0 $9,165 $9,165 $13,519
Construction 1992 1997 $22,030 $4,101 $2,891 ($109) $1,200
Environmntal 1992 1997 $12,565 $2,224 $2,225 $0 $1,893
Fixture 1992 1997 $28,886 $0 $0 $0 $2,401
Furniture 1992 1997 $31,271 $1,531 $1,109 ($422) $2,063
Manufacturing & Production 1992 1997 $6,943 $819 $1,311 $0 $1,072
Material Handling 1992 1997 $4,110,891 $925,806 $1,116,242 $0 $858,263
Mining 1992 1997 $217,414 $71,977 $20,000 $0 $20,000
Photography 1992 1997 $31,894 $4,950 $3,622 $0 $2,338
Printing 1992 1997 $168,741 $18,014 $12,537 ($1,610) $11,395
Restaurant 1992 1997 $26,616 $0 $0 $0 $2,847
Sanitation 1992 1997 $9,361 $0 $0 $0 $2,119
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1992 1997 $412,360 $39,967 $49,682 $12,232 $52,607
Agriculture 1993 1997 $40,194 $0 $0 $0 $0
Automotive 1993 1997 $888,312 $47,663 $24,773 ($22,890) $0
Computers 1993 1997 $734,252 $93,839 $90,756 ($3,083) $3,687
Construction 1993 1997 $63,042 $9,790 $10,459 $670 $0
Copiers 1993 1997 $63,037 $0 $0 $0 $0
Environmntal 1993 1997 $32,236 $4,298 $4,796 $497 $0
Fixtures 1993 1997 $9,044,378 $1,170,547 $1,443,061 $504,440 $743,528
Furniture 1993 1997 $315,502 $66,485 $67,421 $936 $0
Install Chgs 1993 1997 $1,837 $0 $0 $0 $0
Manufacturing & Production 1993 1997 $536,057 $69,376 $86,814 $17,438 ($4,079)
Miscellaneous 1993 1997 $11,404 $0 $262 $262 $0
Material Handling 1993 1997 $208,966 $8,685 $6,409 ($2,276) $0
Medical 1993 1997 $980,345 $14,745 $9,015 ($5,730) ($4,502)
Office Equipment 1993 1997 $293,902 $39,096 $48,162 $9,066 ($10,334)
Photography 1993 1997 $106,420 $25,078 $25,359 $281 $0
Printing 1993 1997 $69,600 $1,744 $2,253 $508 $0
Restaurant 1993 1997 $1,033,639 $178,664 $193,503 $14,838 ($13,767)
Retail 1993 1997 $801,808 $81,489 $108,377 $26,888 ($56,651)
Sanitation 1993 1997 $38,711 $10,814 $1,093 ($9,721) $0
Telecommunications 1993 1997 $2,215,528 $167,220 $191,182 $38,463 $73,235
Transportation 1993 1997 $155,270 $27,237 $31,561 $4,324 $2,810
Video Production 1993 1997 $30,290 $0 $0 $0 $0
Agriculture 1994 1997 $16,669 $2,080 $1,356 ($724) $0
Automotive 1994 1997 $17,497 $2,193 $4,453 $2,260 ($2,429)
Computers 1994 1997 $246,517 $23,978 $19,260 ($201) ($50,581)
Furniture 1994 1997 $77,796 $8,383 $13,210 $4,827 ($18,169)
Manufacturing & Production 1994 1997 $770,651 $221,135 $156,719 ($4,256) ($168,342)
Medical 1994 1997 $97,293 $13,074 $17,107 $4,033 ($15,151)
Printing 1994 1997 $33,526 $0 $0 $0 $0
Restaurant 1994 1997 $17,087 $346 $2,314 $1,968 ($4,605)
Telecommunications 1994 1997 $17,862 $228 $0 ($228) $0
Video Production 1994 1997 $43,569 $0 $70 $70 $0
Audio 1995 1997 $24,180 $0 $0 $0 $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1995 1997 $370,580 $19,725 $21,722 $1,997 $0
Copiers 1995 1997 $10,564 $1,482 $0 ($1,482) $0
Fixture 1995 1997 $18,012 $0 $518 $518 $0
Furniture 1995 1997 $25,418 $7,293 $8,354 $1,061 $0
Manufacturing & Production 1995 1997 $399,479 $78,533 $35,135 ($43,397) ($10,332)
Medical 1995 1997 $131,557 $30,567 $30,135 $1,728 $0
Office Equipment 1995 1997 $12,041 $0 $1 $1 $0
Printing 1995 1997 $10,883 $0 $523 $523 $0
Restaurant 1995 1997 $41,979 $6,944 $7,090 $145 $0
Telecommunications 1995 1997 $32,044 $644 $2,025 $1,382 $0
Transport 1995 1997 $9,915 $0 $0 $0 $0
Video Production 1995 1997 $5,116 $1,434 $1,619 $185 $0
Aircraft 1996 1997 $5,690,161 $5,231,289 $5,305,164 $73,875 $0
Computers 1996 1997 $69,115 $64,613 $28,495 ($36,118) $0
Manufacturing & Production 1996 1997 $112,286 $2,317,341 $2,316,413 ($929) $0
Printing 1996 1997 $30,867 $24,284 $0 ($24,284) $0
Restaurant 1996 1997 $21,703 $19,339 $0 ($16,339) $0
Retail 1996 1997 $28,814 $24,695 $0 ($24,695) $0
Telecommunications 1996 1997 $646,908 $204,268 $81,062 ($123,206) ($261,441)
Video Production 1996 1997 $53,503 $41,768 $45,625 $3,857 $0
Computers 1997 1997 $42,221 $41,673 $0 ($37,673) $0
Manufacturing & Production 1997 1997 $56,217 $54,750 $89,370 $34,620 $0
Medical 1992 1998 $28,945 $0 $13,065 $13,065 (4)
Office Equipment 1992 1998 $3,486 $0 $3,151 $3,151 (4)
Photography 1992 1998 $11,376 $1,738 $0 ($1,738) (4)
Automotive 1993 1998 $43,374 $0 $5,826 $5,826 (4)
Computers 1993 1998 $1,644,491 $273,716 $392,988 $119,271 (4)
Manufacturing & Production 1993 1998 $19,974 $0 $0 $0 (4)
Materials 1993 1998 $32,128 $4,221 $0 ($4,221) (4)
Restaurant 1993 1998 $115,199 $660 $106 ($554) (4)
Retail 1993 1998 $16,046 $774 $855 $81 (4)
Sanitation 1993 1998 $48,315 $0 $0 $0 (4)
Telecommunications 1993 1998 $101,076 $21,633 $34,819 $13,186 (4)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1994 1998 $22,525 $51 $300 $249 (4)
Furniture 1994 1998 $114,022 $31,477 $38,909 $7,432 (4)
Manufacturing & Production 1994 1998 $19,962 $485 $485 ($0) (4)
Computers 1995 1998 $91,349 $0 $2,178 $2,178 (4)
Manufacturing & Production 1995 1998 $82,681 $0 $3,163 $3,163 (4)
Medical 1995 1998 $32,578 $0 $0 $0 (4)
Restaurant 1995 1998 $23,799 $0 $0 $0 (4)
Retail 1995 1998 $34,492 $0 $58 $58 (4)
Telecommunications 1995 1998 $26,346 $0 $354 $354 (4)
Transport 1995 1998 $36,258 $0 $0 $0 (4)
Audio 1996 1998 $26,373 $1,409 $1,409 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the
three months ended March 31, 1998. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
--------- ----------- ----------- -------- --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1994 1995 $326,412 $274,229 $292,998 $18,770 ($8,364)
Computers 1995 1995 $40,355 $36,171 $4,310 ($31,861) $0
Manufacturing & Production 1995 1995 $107,995 $70,846 $13,253 ($57,593) ($6,821)
Printing 1995 1995 $1,820,770 $1,218,354 $847,650 ($370,703) ($189,624)
Computers 1994 1996 $18,446 $5,353 $3,560 ($1,793) ($10,985)
Manufacturing & Production 1994 1996 $17,177 $8,953 $9,433 $480 $0
Telecommunications 1994 1996 $24,655 $18,456 $20,460 $2,004 $0
Computers 1995 1996 $1,347,917 $329,160 $125,734 ($203,426) ($541,146)
Construction 1995 1996 $22,064,270 $16,995,923 $16,995,923 $0 ($623,361)
Medical 1995 1996 $103,056 $44,801 $50,884 $6,083 $0
Manufacturing & Production 1995 1996 $1,409,938 $812,883 $444,921 ($367,962) ($374,116)
Printing 1995 1996 $5,442,336 $2,288,789 $1,412,324 ($876,465) ($414,037)
Restaurant 1995 1996 $268,961 $253,439 $269,638 $16,199 $0
Telecommunications 1995 1996 $1,650,391 $1,200,958 $1,315,148 $114,190 $0
Automotive 1994 1997 $27,829 $14,749 $0 ($14,749) $0
Computers 1994 1997 $180,776 $66,976 $75,905 $8,929 ($13,291)
Construction 1994 1997 $32,848 $17,140 $0 ($17,140) $0
Fixture 1994 1997 $45,846 $1,789 $2,750 $961 ($15,349)
Restaurant 1994 1997 $94,554 $47,563 $52,007 $4,444 $0
Retail 1994 1997 $26,897 $0 $1,936 $1,936 ($8,598)
Computers 1995 1997 $3,262,279 $489,867 $501,756 ($140,124) $185,069
Fixture 1995 1997 $29,651 $18,427 $0 ($18,427) $0
Manufacturing & Production 1995 1997 $1,890,353 $255,830 $887,316 $28,163 $191,708
Medical 1995 1997 $88,067 $1,722 $2,461 $739 $0
Office Equipment 1995 1997 $27,724 $0 $0 $0 $0
Printing 1995 1997 $4,015,970 $898,332 $821,964 ($50,660) ($50,886)
Restaurant 1995 1997 $39,793 $28,957 $0 ($28,957) $0
Telecommunications 1995 1997 $19,948 $2,353 $2,428 $75 $0
Transport 1995 1997 $12,332 $541 $544 $2 $0
Furniture 1996 1997 $52,450 $51,399 $3,919 ($27,979) $0
Manufacturing & Production 1996 1997 $640,182 $81,744 $128,607 ($27,601) ($216,682)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the
three months ended March 31, 1998. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
--------- ----------- ----------- -------- --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Printing 1996 1997 $349,511 $243,488 $223,338 ($20,150) $0
Restaurant 1996 1997 $30,415 $0 $99 $99 $0
Telecommunications 1996 1997 $216,401 $118,544 $3,044 $3,044 ($7,459)
VIDEO PROD 1994 1998 $14,310 $100 $112 ($12) (4)
COMPUTES 1995 1998 $2,219,673 $187,957 $364,521 ($176,564) (4)
FURNITURE 1995 1998 $57,282 $0 $1,415 ($1,415) (4)
M & P 1995 1998 $181,790 $1,079 $64,199 ($63,120) (4)
MEDICAL 1995 1998 $40,799 $0 $1,154 ($1,154) (4)
PRINTING 1995 1998 $413,451 $12,413 $10,382 $2,030 (4)
RESTAURANT 1995 1998 $10,838 $0 $4 ($4) (4)
TELECOMM 1995 1998 $7,707 $542 $1,250 ($708) (4)
COMPUTERS 1996 1998 $26,138 $0 $13 ($13) (4)
M & P 1996 1998 $11,497 $0 $6 ($6) (4)
PRINTING 1996 1998 $39,424 $0 $562 ($562) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
AAR Chicago, IL Aircraft Nov-97 1,832,359 1,942,300 3,774,659
AJK Associates Islandia, NY Manufacturing & Production Oct-96 $0 $56,361 $56,361
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,805,739 366,163 3,171,902
All Car Distributors Antigo, WI Automotive May-96 0 129,745 129,745
All Car Distributors Antigo, WI Automotive Aug-96 0 147,658 147,658
All Car Distributors Inc. Antigo, WI Automotive Mar-96 0 101,445 101,445
Alpha 1 Products Inc, Hauppauge, NY Computers Oct-96 0 36,546 36,546
America Online , Inc. Dulles, VA Computers Jun-97 11,770,673 714,189 12,484,862
America Online, Inc. Dulles, VA Computers Feb-97 5,574,241 801,620 6,375,861
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,141,857 193,993 2,335,849
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,386,664 217,433 2,604,096
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,457,862 223,919 2,681,781
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,681,039 244,251 2,925,291
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,186,815 301,047 3,487,862
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 3,641,398 329,809 3,971,208
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,687,562 348,351 4,035,913
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,798,716 358,851 4,157,568
Arcade Printing Services North Highlands, CA Printing Nov-96 0 27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing & Production Aug-96 0 116,364 116,364
Audio By The Bay Garden Grove, CA Audio Aug-96 0 59,925 59,925
Automotive Sevice & Parts Wilmington, OH Automotive Sep-96 0 33,062 33,062
AZ 3, Inc. Vernon, CA Mnfctrg & Prdtn Feb-98 0 539,349 539,349
Bio-Medical Devices, Inc. Irvine, CA Manufacturing & Production May-96 0 40,310 40,310
Blount Inc. Montgomery, AL Computers Jan-96 471,271 37,083 508,354
Boca Tecca Cleaners Boca Raton, FL Manufacturing & Production Sep-96 0 53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing & Production Sep-96 0 25,792 25,792
C.J. Menendez Co. Miami, FL Construction May-96 0 50,702 50,702
C.M. Repographics, Inc. Las Vegas, NV Reprographics Jul-96 0 44,804 44,804
C.P. Shades Inc. Sausalito, CA Manufacturing & Production Mar-96 0 247,608 247,608
Carlos Remolina, Md Roselle, NJ Medical Dec-96 0 55,028 55,028
Carnival Cruise Lines Miami, FL Computers Jun-96 877,527 77,826 955,353
CCI Diversified, Inc. Newport Beach, CA Computers Jul-96 0 57,766 57,766
CID Hosiery Mills, Inc. Lexington, NC Manufacturing & Production Oct-96 0 47,658 47,658
CIS Corp. Norcross, GA Telecommunications Mar-97 0 364,823 364,823
CIS Corp. Jersey City, NJ Telecommunications Nov-96 3,870,877 1,319,304 5,190,181
Cleaners Plus Boca Raton, FL Manufacturing & Production Oct-96 0 63,937 63,937
Comm. Task Group,Inc. Buffalo, NY Telecommunications Oct-96 0 51,470 51,470
Comshare Inc. Ann Arbor, MI Computers Sep-96 0 426,019 426,019
Continental Airlines Houston, TX Aircraft Dec-96 9,309,759 2,462,884 11,772,643
Continental Airlines Houston, TX Aircraft Jul-97 13,102,299 1,667,694 14,769,993
Creative Financial Svcs Fayetteville, NC Computers Jul-96 0 37,193 37,193
CT Plastics & Fabrications Simsbury, CT Manufacturing & Production Oct-96 0 39,769 39,769
</TABLE>
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Dads Farms Henderson, NE Agriculture Oct-96 0 50,835 50,835
DCR Communications Inc. Washington, DC Furniture Feb-96 0 123,781 123,781
Digio, Inc. Woodland Hills, CA Computers Sep-96 0 45,176 45,176
Dryclean USA Dba Osmar,Inc Miami, FL Manufacturing & Production Nov-96 0 61,964 61,964
Environmental Resources Epping, NH Material Handling Dec-96 0 55,854 55,854
Federal Express Corp. Memphis, TN Aircraft Aug-96 34,973,585 7,229,208 42,202,793
First Consumer Funding Kenilworth, NJ Computers Oct-96 0 43,207 43,207
G & G Amusement Commerce, CA Computers Sep-96 0 27,375 27,375
Golden Blasting, Inc. Windham, NH Manufacturing & Production Oct-96 0 58,333 58,333
Golden City Chinese Margate, FL Restaurant Dec-96 0 42,104 42,104
Golden Pharmaceutical Golden, CO Computers Apr-96 0 56,357 56,357
Haemonetics Corp. Braintree, MA Telecommunications Nov-96 0 36,529 36,529
Hollywood Recording Srvcs Hollywood, CA Audio Nov-96 0 45,631 45,631
Horizon Financial Corp Fairfield, NJ Computers Oct-96 0 54,008 54,008
ICT Group, Inc. Langhorne, PA Furniture Aug-96 211,809 61,034 272,843
Infinity Studios, Inc. Brooklyn, NY Audio Jul-96 0 53,561 53,561
Intersolv Inc. Rockville, MD Computers Jan-96 576,678 47,155 623,834
J.C. Penney, Inc. Plano, TX Office Equipment Jun-96 2,199,583 406,402 2,605,985
Kent-Transamericas Brooklyn, NY Computers Aug-96 0 34,946 34,946
Kim Hannaford, Dds Los Alamitos, CA Medical Apr-96 0 38,775 38,775
Knoxville Men's Medical Knoxville, TN Medical Oct-96 0 42,156 42,156
La Dolce Vita Of Mt Ver. Mount Vernon, NY Restaurant Oct-96 0 26,952 26,952
LAN Chile Chicago, IL Aircraft Mar-98 11,752,300 1,802,500 13,554,800
Leomar Miami, Inc. Miami, FL Retail Jul-96 0 43,506 43,506
Lindy Bixby Dds Capitola, CA Medical Oct-96 0 27,794 27,794
Long Beach Acceptance Oradell, NJ Computers Sep-96 0 721,382 721,382
LVL, Inc. Minneapolis, MN Computers Jul-96 0 49,526 49,526
Market Service, Inc. Great Neck, NY Telecommunications Sep-96 0 48,898 48,898
Mazda Motors of America,
Inc. Irvine, CA Computers Mar-97 5,874,729 977,449 6,852,178
Michael Stephenson Evanston, IL Photography Aug-96 0 35,648 35,648
Miracle Mortgage Orem, UT Computers Jul-96 0 98,589 98,589
MNP Enterprises Miami Lakes, FL Retail Sep-96 0 27,556 27,556
Modern Planning LI, Inc. Brooklyn, NY Computers Dec-96 0 57,324 57,324
Nashville Men's Medical Nashville, TN Medical Oct-96 0 42,161 42,161
New Horizons Computer Fairborn, OH Computers Sep-96 0 53,974 53,974
Newport Shores Financial Mission Viego, CA Furniture Jul-96 0 55,093 55,093
Occidental Los Angeles, CA Vessels Mar-97 5,853,364 3,708,501 9,561,865
OEO, Inc. Springfield, VA Telecommunications Mar-97 160,103 215,453 375,556
Pacific Bagel Partners Rancho Saint
Margarita, CA Restaurant Sep-96 0 609,000 609,000
Pat's Bug Shop Donalds, SC Automotive Oct-96 0 53,596 53,596
Peppino's Inc. &
Peppino's Inc. Irvine, CA Restaurant Aug-96 0 31,171 31,171
Petsmart, Inc. Pheonix, AZ Fixtures Dec-97 0 2,658,049 2,658,049
</TABLE>
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Photocircuits Glen Cove, NY Computers Aug-96 0 1,995,051 1,995,051
Pollinaise Intimate Apparel Boyertown, PA Computers Aug-96 0 48,000 48,000
Progressive Technology Miami, FL Manufacturing & Production Sep-96 0 32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing & Production Dec-96 0 46,832 46,832
Quality Baking, LLC Maplewood, MO Furniture Jul-96 0 283,250 283,250
Quality Baking, LLC Maplewood, MO Furniture Sep-96 0 315,404 315,404
R.B. Apparel Co., Inc. Hialeah, FL Manufacturing & Production Sep-96 0 46,114 46,114
Rainbow Abstracts Group Glandale, CA Video Oct-96 0 56,347 56,347
Ral III Trading Inc. Biloxi, MS Manufacturing & Production Oct-96 0 51,077 51,077
Rehab Excel, Inc. Lafayettle, CO Computers Dec-96 0 34,545 34,545
Roger Doss Catering, Inc. Lyndhurst, NJ Restaurant Dec-96 0 29,222 29,222
Rowan Companies Memphis, TN Oil Rig Aug-96 12,325,000 369,750 12,694,750
Seacor Smit, Inc. Houston, TX Vessel Sep-97 12,825,000 4,788,000 17,613,000
Seacor Smit, Inc. #2 Houston, TX Vessel Jan-98 14,232,634 4,822,366 19,055,000
Seacor Smit, Inc. #3 Houston, TX Vessel Mar-98 11,742,000 2,935,500 14,677,500
Siamac A. Najah Redondo Beach, CA Video Jul-96 0 51,970 51,970
Sportscare Specialists Troy, MI Medical Sep-96 0 29,411 29,411
Steamtech Environmental Bakersfield, CA Enviromental Sep-96 0 55,557 55,557
Stratford Studios Phoenix, AZ Printing Sep-96 0 42,525 42,525
Sturgeon & Sturgeon,DDS West Hills, CA Medical Nov-96 0 61,736 61,736
Sunfire Prod. Dba Sequoia Aspen, CO Video Oct-96 0 46,760 46,760
Third Coast Productions Ft. Worth, TX Video Aug-96 0 52,682 52,682
Threespace Imagery Reseda, CA Computers Oct-96 0 53,169 53,169
Tierce, Inc. Fort Worth, TX Medical Jun-96 0 33,310 33,310
Title Escrow Inc. Nashville, TN Computers Oct-96 0 51,946 51,946
Tucson Bagel Company, LLC Brainerd, MN Restaurant Equipment Mar-96 0 261,319 261,319
Tucson Bagel Company, LLC Brainerd, MN Restaurant Sep-96 0 298,886 298,886
Uinta Brewing Company Salt Lake City, UT Manufacturing & Production May-96 0 183,600 183,600
United Consumers Club Elmsford, NY Telecommunications Oct-96 0 48,670 48,670
United Consumers Club Fishkill, NY Telecommunications Dec-96 0 48,670 48,670
Visual Impulse Co. Quincy, FL Computers Dec-96 0 40,635 40,635
Wal-Mart Stores,Inc. Bentonville, AR Material Handling Oct-96 1,751,640 2,939,819 4,691,459
Waterwrks Restaurant Winooski, VT Retail May-96 0 33,323 33,323
Westover Investment Corp Richmond, VA Computers Dec-96 0 26,625 26,625
WH Smith Limited London, England Retail Mar-97 20,049,773 1,495,109 21,544,881
Total Equipment transactions less than $25,000 0 1,284,306 1,284,306
------------- ------------ -------------
$208,124,855 $57,413,121 $265,537,977
============= ============ =============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Seven at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------------ -------------------- -------------------- -------------------
<S> <C> <C> <C>
Aircraft $ 69,264,054 $0 $ 69,264,054
Vessels 59,133,364 0 59,133,364
Computer Systems 41,875,388 0 41,875,388
Retail Systems 20,917,360 32,353 20,949,713
Manufacturing & Production 14,619,004 51,484 14,670,488
Telecommunications 5,708,811 47,252 5,756,063
Material Handling 4,554,815 0 4,554,815
Office Furniture&Fixtures 2,580,631 581,217 3,161,848
Office Equipment 2,764,522 0 2,764,522
Miscellaneous 0 65,754 65,754
-------------------- -------------------- -------------------
$ 221,417,949 $ 778,060 $ 222,196,009
==================== ==================== ===================
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
A Delaware Limited Partnership
$1,200,000
12,000 Units Minimum Offering
$100.00 Per Unit/Minimum Investment 25 Units ($2,500)
(10 Units ($1,000) for IRAs and Qualified Plans)
ICON Cash Flow Partners L.P. Seven (the "Partnership") is an
equipment
leasing limited partnership. This prospectus describes an investment
by
investors ("Limited Partners") in limited partnership securities (or "Units")
of
the Partnership. The Partnership may sell as few as 12,000 or as many
as
1,000,000 of Units.
An investment in Units of the Partnership involves certain risks (see
"RISK
FACTORS" at Page 16), including:
* Limited Partners must rely on the skills, integrity and business
expertise
of the General Partner.
* Certain of the Prior Public Programs experienced losses in excess
of
reserves therefor in 1991-92, due primarily to lessee bankruptcies,
which
losses may effect, possibly materially, the financial results of
such
earlier programs.
* The ownership and leasing of equipment and provision of financing may
be
adversely affected by various economic and business factors,
including
lessee bankruptcies, which are beyond the control of the General
Partner.
* As of the date of this Prospectus, the Partnership did not own
any
Investments. As a result, the profitability of an investment in
Units
cannot be estimated. All Investment decisions will be made solely by
the
General Partner.
* The General Partner and its affiliates will receive substantial fees,
only
a portion of which is contingent on amounts paid to Limited Partners.
* The cash, if any, which the Partnership receives from future sale of
its
Equipment will be reduced by obsolescence.
* No public market for Units exists. As a result, Limited Partners may
be
able to resell their Units, if at all, only at a discount and
should,
therefore, be prepared to hold their Units for the entire life of
the
Partnership.
* A substantial portion of the distributions made to date by the
Prior
Public Programs have been, and a substantial portion of the
distributions
to be made by the Partnership is expected to be, a return of
capital
(i.e., the money you originally invested).
* Each Limited Partner's share of taxable income in the early years of
the
Partnership is likely to exceed, and in the later years of the
Partnership
to be less than, investment income (as reported to investors for
financial
reporting purposes).
* The General Partner manages similar existing partnerships and this
may
give rise to potential conflicts of interest, including a conflict
for
management services and available investments.
* All subscription payments will be held in escrow until the
Minimum
Offering (or, for Pennsylvania subscribers, until 5% of the
Maximum
Offering) is sold. During such period (which may not exceed 12 months
from
the date hereof)(1), each investor will be unable to use such
funds
(although interest will accrue thereon during, and be paid to
such
subscribers at the end of, such period).
* A significant portion, not exceeding 50%, of the Partnership's
Investments
may consist of Financing Transactions.
The Partnership intends to use the funds invested by the Limited
Partners,
together with Partnership borrowings, to buy and lease a wide range of
equipment
primarily to businesses located in the United States which the General
Partner
determines are Creditworthy and that are diversified as to industry types
and
geographic location. The Partnership will also provide financing primarily
to
such companies secured by equipment used in their businesses and additional
or
other collateral owned by them. ICON Capital Corp. (the "General
Partner")
estimates that not less than 74.0% of the gross amount of funds invested
by
Limited Partners (the "Gross Offering Proceeds") will be used to
make
investments in such equipment and financings (assuming the maximum
possible
leverage of 80%). 1.0% of Gross Offering Proceeds will be used to
establish a
working capital reserve and the balance (of up to 25.0% of Gross
Offering
Proceeds) will be used to pay the costs of organizing the Partnership
program,
offering Units to the public and acquiring the Partnership's assets.
See
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS."
The Partnership plans to (a) make regular monthly distributions,
primarily
to the Limited Partners and to a much lesser extent to the General Partner,
of
cash generated by its operations beginning the month following a
Limited
Partner's admission to the Partnership commencing the month after admission
of
each Limited Partner and (b) reinvest undistributed cash flow and sale
proceeds
during the Reinvestment Period in additional equipment and
financing
transactions. Thereafter, the Partnership intends to (a) sell or
otherwise
dispose of all its assets in an orderly manner and (b) distribute the
cash
proceeds to the Limited Partners, and to a much lesser extent to the
General
Partner, in accordance with the terms set forth in this Prospectus.
See
"INVESTMENT OBJECTIVES AND POLICIES." The Partnership has been formed
for
income-oriented investment purposes and not as a tax shelter. The majority
of
its income is expected to be passive activity income.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY
AUTHORITY NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C>
<C> <C>
Price
to Proceeds
Public(2) Sales
Costs(3) to Partnership(4)
Per Unit $ 100
$ 10 $ 90
Total (at Minimum Offering of 12,000 Units) 1,200,000(4)(5)
120,000 1,080,000
Total (at Maximum Offering of 1,000,000 Units) 100,000,000 (5)
10,000,000 90,000,000
</TABLE>
The date of this Prospectus is November 9, 1995
ICON
SECURITIES CORP.
600 Mamaroneck Avenue, Harrison, New York 10528 (914) 698-0600
<PAGE>
Footnotes from Cover Page. All capitalized terms used in these footnotes and
in
the balance of this Prospectus are defined in the Glossary that appears
in
Section 17 of the Partnership Agreement attached hereto as (Exhibit A).
(1) All subscription payments will be deposited and held in an
interest-bearing
escrow account until the Minimum Offering (or $1,200,000 in subscriptions)
have
been received (except in the case of subscriptions from Pennsylvania
residents).
The Commonwealth of Pennsylvania imposes the further conditions that (1)
each
subscription from a Pennsylvania resident must be held in escrow
until
$5,000,000 in subscriptions (5% of the Maximum Offering of $100,000,000)
have
been received from all investors (including Pennsylvania residents) and (2)
each
Pennsylvania subscriber must be offered the opportunity to rescind his or
her
subscription if such condition has not been met, initially 120 days
following
the date his or her subscription is received by the Escrow Agent and every
120
days thereafter during the effective period of the offering in Pennsylvania.
The
Escrow Agreement terminates on the anniversary of the Effective Date. If at
the
end of such 12 month period, the Minimum Offering has not been achieved (or,
in
the case, of Pennsylvania subscribers, $5,000,000 of Units have not been
sold),
subscription payments then held in escrow will be returned by the Escrow
Agent
to the applicable subscribers together with interest earned thereon while
held
in escrow.
(2) The Gross Unit Price is $100.00, except that:
(a) officers, employees and securities representatives of the
General
Partner, its Affiliates and Selling Dealers ("Affiliated Limited
Partners")
may purchase Units for investment purposes only for the Net Unit Price
of
$92.00 per Unit. The Partnership will incur no obligation to pay any
Sales
Commissions with respect to such purchases. The General Partner's and
its
Affiliates' purchases of Units are limited to a maximum of 10% of the
total
Units purchased.
(b) Investors buying in volume are entitled to Volume Discounts as
follows:
Number of Units Discount Net Purchase Price
2,499 or less None $100.00
2,500 to 4,999 $2.50 $ 97.50
5,000 to 9,999 $3.50 $ 96.50
10,000 to 19,999 $4.50 $ 95.50
20,000 or more $6.50 $ 93.50
Volume Discounts reduce the Sales Commissions that would otherwise
be
payable in connection with the purchase of Units. An investor
entitled
to a Volume Discount will receive such discount through a reduction
of
the aggregate cash purchase price required to purchase Units.
The proceeds to the Partnership, net of Sales Commissions and
Volume
Discounts, if any, will be the same for all such sales as for sales to
the
general public.
(3) The Partnership will pay to a Selling Dealer or to the Dealer-Manager
(which
is an Affiliate of the General Partner) a Sales Commission of $8.00 (8% of
the
Gross Unit Price) for each Unit sold by their respective
registered
representatives (except as noted in footnote 1). In addition, the
Partnership
will pay the Dealer-Manager Underwriting Fees of $2.00 (2.0% of Gross
Offering
Proceeds) for each Unit sold for its services in managing the Offering and
to
reimburse it, on a non-accountable basis, for the wholesaling fees and
expenses
of the Sponsor. The Partnership may obtain a loan as of each Closing Date in
the
principal amount of the Sales Commissions (collectively "Commission Loans")
to
pay Commissions otherwise payable by the Partnership on such Closing Date
from
Gross Offering Proceeds for the purpose of increasing the amount of
Gross
Offering Proceeds immediately available for Investments. The Partnership's
total
payments of principal of, and interest on, any such Commission Loans
would
exceed the corresponding amounts of Commissions paid with the proceeds of
such
loans by the amount of interest paid thereon. Consequently, the General
Partner
expects to utilize Commission Loans only when, it has determined that
an
opportunity exists to use such borrowings to obtain Investments which
have
contractual payments at least equal to the total payments of principal of,
and
interest on, the corresponding Commission Loans. See "PLAN OF DISTRIBUTION."
(4) Proceeds to the Partnership are calculated before deduction of:
(a) the O & O Expense Allowance in an amount equal to 3.5% of Gross
Offering
Proceeds. The O & O Expense Allowance is payable to the General
Partner
and/or the Dealer-Manager on a non-accountable basis for expenses
of
organizing the Partnership, registering it with federal and state
securities
authorities and printing the Prospectus and related legal and
accounting
costs and other costs of organizing the Partnership and offering Units
to
the public. The O & O Expense Allowance may be less or greater than
the
General Partner's actual expenses. The General Partner is responsible to
pay
Organizational and Offering Expenses which exceed such Allowance; and
(b) Acquisition Fees in an amount equal to 3.0% (subject to
certain
conditions and limitations specified in the Partnership Agreement of the
sum
of (i) the aggregate Purchase Price paid (including indebtedness
incurred)
by the Partnership for all items of Equipment acquired by the
Partnership
and (ii) the principal amount of all financing provided by the
Partnership
to Users is payable to the General Partner for its services and expenses
of
finding, evaluating, documenting and acquiring the
Partnership's
Investments. See "SUMMARY OF COMPENSATION."
<PAGE>
(5) The amounts shown exclude ten Units ($1,000) in the Partnership that
were
purchased by the Original Limited Partner in connection with the organization
of
the Partnership and which will be refunded to the Original Limited Partner,
and
his Units will be retired, upon the Initial Closing Date. Such amounts
also
exclude the excess, if any, of (a) total Units which the General Partner and
its
Affiliates are entitled to purchase for their own investment account (a
maximum
of 10% of all non-affiliate Unit purchases) over (b) 600 Units ($60,000),
the
maximum amount of Unit purchases by the Sponsor which may be counted
in
determining whether the Minimum Offering of 12,000 Units has been
completed.
Accordingly, of the Minimum Offering of 12,000 Units, only 11,400 Units
would
need to be purchased by the general public to satisfy such condition if
the
General Partner and its Affiliates purchased 600 Units of such total (as
they
are permitted to do).
NOTICE TO PENNSYLVANIA INVESTORS: BECAUSE THE MINIMUM CLOSING AMOUNT IS
LESS
THAN $24,000,000 (A MAXIMUM TO MINIMUM OFFERING RATIO OF 20:1) YOU ARE
CAUTIONED
TO CAREFULLY EVALUATE THE PROGRAM'S ABILITY TO FULLY ACCOMPLISH ITS
STATED
OBJECTIVES AND TO INQUIRE AS TO THE CURRENT DOLLAR VOLUME OF
PROGRAM
SUBSCRIPTIONS.
THE USE OF FORECASTS IN THIS OFFERING IS PROHIBITED. ANY REPRESENTATIONS
TO
THE CONTRARY AND ANY PREDICTIONS, WRITTEN OR ORAL, AS TO THE AMOUNT OR
CERTAINTY
OF ANY PRESENT OR FUTURE CASH BENEFIT OR TAX CONSEQUENCE WHICH MAY FLOW FROM
AN
INVESTMENT IN THIS PROGRAM IS NOT PERMITTED.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE, AND
MAY
ONLY BE TRANSFERRED OR RESOLD IN CONFORMITY WITH THE AGREEMENT OF
LIMITED
PARTNERSHIP OF THE PARTNERSHIP AND IN COMPLIANCE WITH APPLICABLE LAW.
<PAGE>
TABLE OF CONTENTS
Page
SUMMARY OF THE OFFERING............................................... 8
Risk Factors ..................................................... 8
The Partnership.................................................... 9
Terms of the Offering.............................................. 10
Sources and Uses of Offering Proceeds and Related Indebtedness..... 12
Summary of Compensation .......................................... 12
Conflicts of Interest ............................................. 13
Fiduciary Responsibility........................................... 13
Other Offerings by the General Partner and its Affiliates.......... 13
Management; Financial Statements of the General
Partner and of the Partnership.................................. 13
Investment Objectives and Policies................................. 13
Federal Income Tax Considerations.................................. 15
Capitalization .................................................... 15
Summary of Partnership Agreement................................... 15
Transfer of Units.................................................. 15
Fiscal Year........................................................ 16
Glossary of Terms.................................................. 16
RISK FACTORS.......................................................... 16
Operating Risks.................................................... 16
Partnership and Investment Risks................................... 16
Federal Income Tax Risks and ERISA Matters......................... 22
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS........ 24
SUMMARY OF COMPENSATION............................................... 25
Organization and Offering Stage.................................... 26
Operational Stage.................................................. 28
Interest in Partnership Profits or Losses.......................... 33
CONFLICTS OF INTEREST................................................. 36
Lack of Separate Legal Representation and Lack of Arm's
Length Negotiation of the Program Agreements....................... 36
Compensation of the General Partner and Affiliates................. 36
Effect of Leverage on Compensation Arrangements.................... 36
Competition With the General Partner and its Affiliates............ 37
Determination of Reserves and Liability of
the General Partner for Partnership Obligations................ 38
Competition by the Partnership with Other Entities for
Management Services; Conflicts in Fiduciary Duties................. 38
Joint Ventures..................................................... 38
Lease Referrals.................................................... 38
Participation of a Securities Sales Affiliate in this Offering..... 39
General Partner to Act as Tax Matters Partner...................... 39
FIDUCIARY RESPONSIBILITY.............................................. 39
General............................................................ 39
Conflicts.......................................................... 39
Indemnification of the General Partner, Dealer-Manager
and Selling Dealer 40
Investor Remedies.................................................. 40
Page
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES............. 41
Prior Public Programs.............................................. 41
Prior Non-Public Programs.......................................... 43
STATUS OF THE OFFERING................................................ 43
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIP............................ 44
MANAGEMENT............................................................ 44
The General Partner................................................ 44
Affiliates of the General Partner.................................. 46
INVESTMENT OBJECTIVES AND POLICIES.................................... 46
General............................................................ 46
Acquisition Policies and Procedures................................ 47
Credit Review Procedures........................................... 48
Leases and Lessees................................................. 49
Equipment.......................................................... 50
Financing Transactions............................................. 52
Other Investments.................................................. 53
Portfolio Acquisitions............................................. 53
Reserves........................................................... 54
Use of Leverage.................................................... 54
Cash Distributions to Partners..................................... 55
Reinvestment of Undistributed Cash in Additional Equipment, Leases and
Financing Transactions........................................... 58
FEDERAL INCOME TAX CONSEQUENCES....................................... 59
Summary............................................................ 59
Opinion of Tax Counsel............................................. 59
Classification as a Partnership.................................... 60
Publicly Traded Partnerships....................................... 61
Taxation of Distributions.......................................... 62
Partnership Income Versus Partnership Distributions................ 63
Allocations of Profits and Losses.................................. 63
Deductibility of Losses: Passive Losses, Tax Basis and "At Risk"
Limitation 64
Deductions for Organizational and Offering Expenses; Start-up Costs 65
Tax Treatment of the Leases........................................ 66
Cost Recovery...................................................... 66
Limitations on Cost Recovery Deductions............................ 67
Deferred Payment Leases............................................ 68
Sale or Other Disposition of Partnership Property.................. 68
Sale or Other Disposition of Partnership Interest.................. 69
Treatment of Cash Distributions Upon Redemption.................... 70
Gifts of Units..................................................... 70
Consequence of No Section 754 Election............................. 70
Tax Treatment of Termination of the Partnership
Pursuant to the Partnership Agreement.......................... 70
Audit by the Service............................................... 71
Alternative Minimum Tax............................................ 71
Interest Expense................................................... 72
Self-Employment Income and Tax..................................... 72
Maximum Individual Tax Rates....................................... 72
Section 183........................................................ 73
Registration, Interest, and Penalties.............................. 73
State and Local Taxation........................................... 74
Foreign Investors.................................................. 74
Tax Treatment of Certain Trusts and Estates........................ 75
Page
Taxation of Employee Benefit Plans and Other Tax-Exempt
Organizations 75
Corporate Investors................................................ 75
INVESTMENT BY QUALIFIED PLANS......................................... 75
Fiduciaries under ERISA............................................ 75
Prohibited Transactions Under ERISA and the Code................... 76
Plan Assets........................................................ 76
Other ERISA Considerations......................................... 77
CAPITALIZATION........................................................ 78
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION........................ 79
Liquidity and Capital Resources.................................... 79
Operations......................................................... 79
SUMMARY OF THE PARTNERSHIP AGREEMENT.................................. 80
Establishment and Nature of the Partnership........................ 80
Name and Address................................................... 80
Purposes and Powers................................................ 80
Duration of Partnership............................................ 80
Capital Contributions.............................................. 81
Powers of the Partners............................................. 81
Limitations on Exercise of Powers by the General Partner........... 81
Indemnification of the General Partner............................. 83
Liability of Partners.............................................. 83
Non-assessability of Units......................................... 83
Distribution of Distributable Cash From Operations
and Distributable Cash From Sales................................ 84
Allocation of Profits and Losses................................... 84
Withdrawal of the General Partner.................................. 85
Transfer of Units.................................................. 86
Dissolution and Winding up......................................... 86
Access to Books and Records........................................ 86
Meetings and Voting Rights of Limited Partners..................... 86
Amendments......................................................... 87
TRANSFER OF UNITS..................................................... 88
Withdrawal ........................................................ 88
Restrictions on the Transfer of Units.............................. 88
Limited Right of Presentment for Redemption of Units............... 89
Certain Consequences of Transfer................................... 90
REPORTS TO LIMITED PARTNERS........................................... 90
Annual Reports..................................................... 90
Quarterly Reports.................................................. 91
PLAN OF DISTRIBUTION.................................................. 91
Segregation of Subscription Payments .............................. 92
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES............................................. 93
General Suitability Considerations................................. 93
State Requirements Concerning Minimum Investment and Minimum Investor
Net Worth/Income................................................. 93
Subscriber Representations......................................... 95
Page
Citizenship ....................................................... 97
Special Limit on Ownership of Units by Benefit Plans............... 98
Minimum Investment and Suitability Standards....................... 98
How to Subscribe................................................... 98
Admission of Partners; Closings.................................... 99
SALES MATERIAL........................................................ 99
LEGAL MATTERS......................................................... 99
EXPERTS...............................................................100
ADDITIONAL INFORMATION................................................100
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS..................100
FINANCIAL STATEMENTS..................................................100
GLOSSARY - Section 17 of the Limited Partnership Agreement
EXHIBITS:
A. Third Amended and Restated Agreement of Limited Partnership....A-1
B. Prior Performance Tables for the Prior Public Programs.........B-1
C. Subscription Documents.........................................C-1
<PAGE>
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by the
detailed
information appearing elsewhere in this Prospectus and in the Exhibits
hereto.
See the Glossary contained in Section 17 of the Agreement of Limited
Partnership
attached as Exhibit A (the "Partnership Agreement") to this Prospectus for
the
definition of certain terms used in this Summary and throughout this
Prospectus.
Risk Factors
An investment in the Partnership has many risks. The information
appearing
under the caption "RISK FACTORS" in this Prospectus contains a
detailed
discussion of the most important risks associated with an investment
in
Units. Please refer thereto for a discussion of the following specific
risk
factors as well as other relevant risk factors:
Partnership and Investment Risks:
o No one can predict whether Limited Partners will receive
cash
distributions in amounts sufficient to return their original investment
or
the amount of profit thereon, if any, that they will ultimately receive.
o Certain of the Prior Public Programs experienced losses in excess
of
reserves therefor in 1991-92, due primarily to lessee bankruptcies,
which
losses may effect, possibly materially, the financial results of
such
earlier programs.
o The price, if any, which the Partnership receives from re-leasing or
sale
of its Equipment is expected to be a small fraction of the total
original
cost since most or all of the Partnership's capital investment
in
Equipment is expected to be recovered through rental or royalty
payments
during the Partnership's initial Leases (ranging in terms from two to
five
years) and, in many cases, the Lease terms may be for a majority of
the
expected useful life of the underlying Equipment. Obsolescence and
other
factors, such as supply and demand for used equipment at the times that
he
Partnership has Equipment available to sell or re-lease will effect
the
price, if any, which the Partnership receives for such Equipment.
o The Investments to be acquired or entered into by the Partnership have
not
been specified as of the date of this Prospectus and will be
determined
solely by the General Partner.
o A substantial portion of the distributions to be made by the
Partnership
are expected to be a return of investors' Capital
Contributions,
principally due to federal tax deductions for non-cash expenses
(e.g.,
depreciation) and cash expenses (e.g., amortization of acquisition
costs).
o An investor's share of taxable income in the early years of
the
Partnership is likely to exceed, and in the later years of the
Partnership
is likely to be less than, investment income for GAAP purposes due to
the
allowance of greater deductions for GAAP purposes than for tax purposes
in
the early years of the Partnership.
o Investors will not have the opportunity to vote except in
extraordinary
circumstances (e.g. to approve by a vote of not less than 50% or more
of
all Limited Partners (a "Majority") any amendment to the
Partnership
Agreement). As a result, they must rely on the skills, integrity
and
business expertise of the General Partner.
o The General Partner, the Dealer-Manager and the Selling Dealers
will
receive Front-End Fees of up to 25% of Gross Offering Proceeds
(assuming
the maximum possible leverage of 80%) for the expenses of organizing
the
Partnership program (the O & O Expense Allowance), offering Units
(Sales
Commissions), supervising the sale of Units (the Underwriting Fee)
and
acquiring the Partnership's Equipment, Leases and Financing
Transactions
(Acquisition Fees) -- see footnotes 2 and 3 on page 2. Because such
fees
are primarily paid at either the time of sale of Units or upon
the
investment of Net Offering Proceeds, all of such compensation is
payable
before the Limited Partners' total return of, and any investment
return
on, their investment is known and regardless of whether or not
they
receive a return of their entire investment. In addition, the
General
Partner is entitled to Management Fees and reimbursement of
certain
administrative expenses during the operational phase of the
Partnership
and Subordinated Remarketing Fees and a portion of Cash From
Operations
and Cash From Sales during the operational and liquidation phases of
the
Partnership (subject, in each case, to certain conditions and
limitations
set forth in the Partnership Agreement). None of the
foregoing
compensation has been the subject of arm's length negotiations
o Investors must be prepared to hold their Units for the entire five
(5)
year (minimum) to eight (8) year (maximum) Reinvestment Period
following
the Final Closing Date as well as the additional liquidation period
of
from six (6) to thirty (30) months thereafter because (a) only a
limited
secondary market exists for the Partnership's Units generally, (b) a
buyer
for Units (other than the Partnership under certain circumstances) may
not
exist and (c) they are likely to be unable to resell or dispose of
Units
except at a substantial discount from their purchase price. (See
"TRANSFER
OF UNITS--Limited Right of Presentment" for a discussion of
redemption
rights and prices).
o The risks relating to the continued Creditworthiness of Lessees and
Users.
o The risks inherent in all leveraged lease and financing
transactions.
o In general, each investor's subscription payments may be held in
escrow
for up to 12 months from the Effective Date (or from the later date
on
which his or her state declares the Offering to be effective) before
being
returned if the Minimum Offering is not sold within such period.
The
subscription payment of each Pennsylvania subscriber may be only be
held
in escrow for a period of up to 120 days from the date the Escrow
Agent
receives such subscription, at the end of which period such
subscriber
must either be admitted to the Partnership as a Limited Partner
(if
aggregate subscriptions of $5,000,000 of Units have been received
within
such period) or rescission offered to such subscriber. During the
period
which a subscriber's subscription payment is being held in escrow, he
or
she will be deprived of the use of such funds, although such funds
will
accrue interest during such period for the benefit of such investor
and
must be returned to such investor if he or she is not admitted
as a
limited partner of the Partnership by the end of such period.
Federal Income Tax Risks:
o The risk the Partnership may not be classified as a limited partnership
for federal income tax purposes.
o The risk that income and expenses of the Partnership, due to
their
classification as "passive income" or "portfolio income," may not be
able
to be offset against other activities on an investor's income tax
return.
o The risk that certain Partnership investment transactions or
deductions
could be re-characterized which could result in loss of certain
tax
benefits associated with an investment in Units.
o Investors may be required to report taxable income that may exceed
cash
distributed to them.
o The risk the Partnership may be treated as a "publicly-traded
partnership."
The Partnership
ICON Cash Flow Partners L.P. Seven is a Delaware limited partnership
which
was formed on May 23, 1995 primarily to engage in the business of
leasing
Equipment and providing financing, secured by equipment, to
companies
determined to be Creditworthy by the General Partner as well as to engage
in
any other businesses which are consistent with the Partnership's
objectives
and in which the Partnership may lawfully engage. The General
Partner
expects that two-thirds of Net Offering Proceeds will be invested
in
Equipment which is subject to Leases which do not produce portfolio
income
and that one-third of such Proceeds will be invested in
Financing
Transactions as well as Leases or other transactions which produce
portfolio
income although the General Partner may determine to invest up to
one-half
of such Proceeds in such Investments if, in its sole discretion, it
believes
such Investments to be in the best interests of the Partnership. Over
the
life of the Partnership, the General Partner expects that
approximately
one-third of its Investments, by cost, will consist of such types
of
Investments. See "SUMMARY OF THE PARTNERSHIP AGREEMENT." The Partnership
is
expected to complete its Reinvestment Period no later than five (5)
years
from the Partnernership's Final Closing Date (which must occur within
two
(2) years of the date of this Prospectus) and to then liquidate
the
Partnership's Investments within a further period not exceeding two
and
one-half (2 1/2) years unless the General Partner elects, in its
sole
discretion, to extend the Reinvestment Period for a further period of
three
(3) additional years. Consequently, the Reinvestment Period may end
November
9, 2002 (assuming the maximum two (2) year Offering Period and no
extension)
or as late as November 9, 2005 (assuming the maximum two (2) year
Offering
Period and the maximum three (3) year extension of such Period). Since
the
Disposition Period begins after the Reinvestment Period, the completion
of
liquidation of the Partnership's Investments and winding up of
its
activities and affairs could be completed by May 9, 2005 (assuming
the
maximum two (2) year Offering Period, no extension and the
maximum
Disposition Period of two and one-half (2 1/2) years) or as late as May
9,
2008 (assuming the maximum two (2) year Offering Period, the maximum
three
(3) year extension of such Period and the maximum Disposition Period of
two
and one-half (2 1/2) years). The Partnership Agreement provides that
the
term of the Partnership ends December 31, 2015. Investors should
therefor
expect to hold their Units for the full term of the Partnership (i.e.
from 7
1/2 to 9 1/2 years from the time they invest (in the event that the
General
Partner does not elect to extend the Reinvestment Period) and from up to
10
1/2 to up to 12 1/2 years (if the General Partner were to elect to
extend
the Reinvestment Period for the maximum of three (3) additional years).
<PAGE>
Terms of the Offering
The Offering -- The Partnership is offering a minimum of 12,000 Units
and a
maximum of 1,000,000 Units of limited partnership interests (or Units)
in
the Partnership. Such offering is on a "best efforts" basis; that is,
there
is no guarantee that any specified amount of money will be raised.
Units
will be offered for sale by ICON Securities Corp. (the "Dealer-Manager")
and
NASD-member firms (the "Selling Dealers") which have entered into
Selling
Dealer Agreements with the Partnership.
Offering Period -- The Offering began on the date of this Prospectus
(which
is dated as of the Effective Date) and will terminate no later than the
date
twenty-four (24) months after such date. In most states, continued
offering
beyond one year after the effective date in such state (see
"INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION
PROCEDURES"
for a chart showing each state's effective date) is subject to approval
by
the applicable state securities authority. The Offering will
terminate
sooner than twenty-four (24) months if either (1) the General
Partner
terminates the Offering earlier or (2) subscriptions for the
Maximum
Offering of 1,000,000 Units are received prior to the end of such
period.
The end of the Offering Period is also called the Termination
Date.
Subscriptions for Units will only be accepted from the date of
this
Prospectus until the Termination Date. See "PLAN OF DISTRIBUTION."
Minimum Offering -- Unless the Partnership receives subscriptions for
12,000
Units prior to the anniversary of the date on the Cover of this
Prospectus
(which is dated the Effective Date), no Units will be issued and all
funds
received in connection with the Offering (including accrued interest
on
Subscription Monies) will be promptly refunded. Although the General
Partner
and its Affiliates may purchase up to ten percent (10%) of the total
Units
purchased, not more than 600 of such Units may be included in
determining
whether the Minimum Offering has been achieved.
Escrow Agent; Distribution of Escrow Interest -- All subscription
payments
will be deposited and held in an interest-bearing escrow account with
The
Bank of New York (NJ), a New Jersey banking corporation (or another
banking
institution named by the General Partner in the event that such bank
is
unable to serve as escrow agent) until the earlier to occur of (i) the
date
on which the Minimum Offering (or $1,200,000 in subscriptions) have
been
received (exclusive of subscriptions from Pennsylvania residents) or
(ii)
the anniversary of the date on the Cover of this Prospectus (which is
dated
the "Effective Date"). Subscriptions from residents of Pennsylvania
are
subject to the further conditions that (1) each such subscription must
be
held in escrow until such time as at least $5,000,000 in subscriptions
(5%
of the Maximum Offering of $100,000,000) have been received from
all
investors and (2) each Pennsylvania subscriber must be offered
the
opportunity to rescind his or her subscription if such condition has
not
been met, initially 120 days following the date his or her subscription
is
received by the Escrow Agent and every 120 days thereafter during
the
effective period of the offering in Pennsylvania. During the period
that
subscription monies are held in escrow, such funds will be invested
in a
savings or money-market account with the Escrow Agent and earn interest
at
the prevailing rates applicable to such accounts from the time on
the
subscription payments deposited with the Escrow Agent until the earlier
of
the date (i) the subscriber is admitted to the Partnership as a
Limited
Partner, (ii) in the case of Pennsylvania investors, at the end of
the
respective 120 day period following the Effective Date during which
his
subscription was received (during which period aggregate subscriptions
of
$5,000,000 must be satisfied for such investor to be admitted as a
Limited
Partner or rescission of his subscription offered to him) or (iii)
the
anniversary of the date on the Cover of this Prospectus. The interest
so
earned will be paid to the subscriber upon his or her admission to
the
partnership (or, if such subscriber is not admitted to the Partnership,
when
the subscription payments are returned). After the Initial Closing Date
(see
"Closings"), subscriptions will be held in a special,
segregated,
interest-bearing subscription account of the Partnership pending
each
subsequent Closing (other than subscriptions from Pennsylvania
investors,
which will continue to be held in the Escrow Account until subscriptions
for
at least $5,000,000 of Units have been received and the next Closing
is
held).
Subscription -- Every investor must manually execute a
Subscription
Agreement in the form attached as Exhibit C hereto in order to
purchase
Units. By subscribing for Units, each investor (other than residents of
the
states specified on Pages C-3 and C-4 of the Subscription Agreement) will
be
deemed to have made all of the representations and warranties
contained
therein and will be bound by all of the terms of such Agreement and of
the
Partnership Agreement.
<PAGE>
Closings -- The initial Closing will be held after subscriptions for
at
least 12,000 Units have been received by the Escrow Agent, at which
time
subscribers for at least such number of Units may be admitted to
the
Partnership as Limited Partners. After the Initial Closing Date,
the
Partnership intends to hold Closings semi-monthly until the Offering
is
completed or terminated.
Status of the Offering -- As of the date of this Prospectus, the
Partnership
has not admitted any subscribers as Limited Partners to the Partnership.
Investor Suitability -- To be eligible to purchase Units, all
prospective
investors are required to comply with the Partnership's basic
suitability
requirements. In general, prospective owners of Units must either have:
(i)both (A) a net worth of not less than $30,000 (determined exclusive
of
the net fair market value of (a) his or her home, (b) home
furnishings
and (c) personal automobiles) and (B) $30,000 of annual gross
income;
or
(ii) a net worth of at least $75,000 (determined as above).
Instead of the foregoing standards, to be admitted to the Partnership
as a
Limited Partner a subscriber (or fiduciary acting on his, her or its
behalf)
who is a resident Alabama, Arizona, Arkansas, Indiana, Maine,
Massachusetts,
Mississippi, Minnesota, Nebraska, New Mexico, Oklahoma,
Oregon,
Pennsylvania, South Dakota, Tennessee, Texas, Vermont and Washington
must
(1) either (a) a net worth of not less than $45,000 (determined exclusive
of
the net fair market value of (i) his or her home, (ii) home furnishings
and
(iii) personal automobiles) plus (b) $45,000 of annual gross income or
(2) a
net worth of at least $150,000 (determined as above) and a subscriber
(or
fiduciary acting on his, her or its behalf). In addition, subscribers
who
are residents of Iowa, Michigan, Missouri, New Jersey and North
Carolina
must have either (a) annual gross income of $60,000 plus a net worth
of
$60,000 or (b) a net worth of at least $225,000. Finally, each
subscriber
residing in Michigan or Pennsylvania must also have a net worth
(exclusive
of home, home furnishings and automobiles) equal to the greater of (a)
the
normal net worth requirements for this program or (b) ten times the
amount
to be invested (e.g., a $200,000 net worth in order to invest $20,000).
(See
"INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION
PROCEDURES" and the Subscription Agreement for a more detailed
explanation
of any specific state suitability requirements).
Who Should Invest -- You should only invest in the Partnership if you
(a)
are prepared to make an investment for the entire five (5) year (minimum)
to
eight (8) year (maximum) Reinvestment Period following the Final
Closing
Date as well as the additional liquidation period of from six (6) to
thirty
(30) months thereafter, (b) have no need for liquidity of such
investment
(except as may be provided by monthly cash distributions) and (c)
are
prepared to assume the risks associated with such investment (see
"RISK
FACTORS"). An investment in Units is not suitable for investors who
will
need access to their Capital Contribution during the term of the
Partnership
or for whom the projected monthly cash distributions are an essential
source
of funds to pay their necessary living expenses. An investment also
may
produce "unrelated business taxable income" for pension, profit-sharing
and
other Qualified Plans in excess of applicable exemptions (See "INVESTMENT
BY
QUALIFIED PLANS" for further information). Each potential investor
should
review the information appearing under the captions "RISK FACTORS,"
"FEDERAL
INCOME TAX CONSEQUENCES" and "INVESTOR SUITABILITY AND MINIMUM
INVESTMENT
REQUIREMENTS; SUBSCRIPTION PROCEDURES" with particular care and
should
consult his tax and investment advisors to determine (1) if an investment
in
Units is appropriate for him in light of his particular tax and
investment
situation and (2) if so, what portion of his total investment portfolio
may
prudently be invested in Partnership Units.
Minimum Investment -- The minimum investment by an investor (whether
by
subscription or through resale) is generally 25 Units except IRAs
and
Qualified Plans for which the minimum investment is generally 10
Units
except for the state securities administrator of Nebraska (which
has
established a 50 Unit minimum regular investor minimum investment) and
the
state securities administrators of Arizona, Arkansas, Idaho, Indiana,
Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska,
New
Mexico, North Carolina, Oklahoma, Pennsylvania, South Dakota,
Tennessee,
Texas, and Washington (which have established a 20 Unit minimum IRA
and
Qualified Plan minimum investment) and for the Iowa residents (which
has
established a 20 Unit minimum IRA and Qualified Plan minimum
investment).
(See "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION
PROCEDURES" and the form of Subscription Agreement attached as
Exhibit A
hereto). Subscribers who satisfy such minimum purchase requirements
may
subscribe for additional Units and fractions of Units during the
Offering
Period.
Sources and Uses of Offering Proceeds and Related Indebtedness
Not less than 74.0% of Gross Offering Proceeds will be used to
make
Investments (assuming maximum possible leverage of 80%), 1% will be held
in
reserves (including working capital) and the balance will be applied to
pay
fees and expenses to the Sponsor and its Affiliates and to others
involved
in the Offering. See "SOURCES AND USES OF OFFERING PROCEEDS AND
RELATED
INDEBTEDNESS" for a breakdown of the Partnership's estimate as to how
the
capital it raises and a portion of the indebtedness it may employ will
be
used.
Summary of Compensation
The Dealer-Manager (an Affiliate of the General Partner which will
select
the Selling Dealers and manage the Offering of Units) and the
General
Partner (which will acquire the assets for and manage the business of
the
Partnership) will receive compensation for their services. The section
of
the Prospectus entitled "SUMMARY OF COMPENSATION" details the
estimated
amount and range of each item of compensation payable to the Dealer
Manager
and the General Partner by the Partnership. The most significant items
of
compensation are:
o Approximately 25.0% of Gross Offering Proceeds (assuming maximum
possible
leverage of 80%) will be used to pay the costs of organizing
the
Partnership, offering the units to the public and acquiring
Partnership
assets and, of such percentage, approximately 17.0% of Gross
Offering
Proceeds will be paid to the General Partner or an Affiliate
and
approximately 8.0% of Gross Offering Proceeds is expected to be paid
to
unrelated Selling Dealers. (See "SOURCES AND USES OF OFFERING PROCEEDS
AND
RELATED INDEBTEDNESS"). The Partnership may elect to borrow an
amount
equal to sales commissions and use the corresponding amount of
Gross
Offering Proceeds (up to 8% thereof) to make Investments and pay
operating
expenses of the Partnership. The Partnership's total payments of
principal
of, and interest on, any such Commission Loans would exceed
the
corresponding amounts of Commissions paid therewith by the amount
of
interest paid on any such Loans. Consequently, the General Partner
expects
to utilize Commission Loans only when, it has determined that
an
opportunity exists to use such borrowings to obtain Investments which
have
contractual payments at least equal to the total payments of principal
of,
and interest on, the corresponding Commission Loans.
o The General Partner will generally be entitled to receive a Management
Fee
of between 2% and 5% of annual gross rental payments (fee percentages
for
Leases are based on whether they are Full-Payout or Operating Leases)
and
2% of payments on Financing Transactions.
o The General Partner shall receive 1% and the Limited Partners 99% of
each
of distribution of Distributable Cash From Operations and
Distributable
Cash From Sales until the Limited Partners have received total
cash
distributions in an amount equal to Payout (i.e., the time when each
of
the Limited Partners has received cash distributions in an amount equal
to
the sum of his or her (i) capital contribution plus (ii) an
8.0%
cumulative annual return thereon, compounded daily, computed from a
date
not later than the last day of the calendar quarter in which such
Capital
Contribution is made (determined by treating cash actually distributed
to
such Limited Partner as first being applied to satisfy such 8% return
on
capital which has accrued and has not been paid and applying any
excess
distributions as a return of such Limited Partner's Capital
Contribution).
Income earned on escrowed funds and distributed to Limited Partners may
be
used to satisfy such cumulative return requirement).
After Payout, distributions of Distributable Cash From Operations
and
Distributable Cash From Sales, distributions of Distributable Cash
From
Operations shall be tentatively attributed 90% to the Limited Partners
and
10% to the General Partner; provided, however, that, distributions
shall
continue to be made 99% to the Limited Partners and 1% to the
General
Partner until the earlier of (i) when the total cash distributions made
to
each Limited Partner equal 150% of his or her original
Capital
Contribution (reduced by any amounts paid to him or her (A) as a return
of
uninvested Capital Contributions and (B) in redemption of Units
pursuant
to the Partnership Agreement) or (ii) upon liquidation of the
Partnership.
The increased share of Distributable Cash From Operations
tentatively
attributed to the General Partner but not actually distributed to
it
because of the proviso in the preceding sentence shall accrue,
without
interest, and be paid to the General Partner out of the
first
Distributable Cash From Operations available to the Partnership after
the
earlier of (i) the time when the total cash distributions made to
each
Limited Partner equal 150% of such Partner's original Capital
Contribution
(reduced by distributions in return of uninvested capital and
in
redemption of Units, as described in the preceding sentence) or (ii)
upon
liquidation of the Partnership.
o There are a number of other, smaller items of compensation and expense
reimbursements that the General Partner may receive during the
operations of the Partnership. See "SUMMARY OF COMPENSATION."
Conflicts of Interest
The Partnership will be subject to various conflicts of interest arising
out of its relationship to the General Partner and its Affiliates. These
conflicts may include, but are not limited to:
o the lack of arm's length negotiations in determining compensation;
o competition with other leasing programs sponsored by the General
Partner
or its Affiliates for the acquisition, lease, financing or sale
of
Equipment; and
o competition with other leasing programs sponsored by the General
Partner
or its Affiliates for management services.
In addition to the fiduciary duty that the General Partner owes to
the
Limited Partners, the Partnership Agreement contains certain
provisions
intended to minimize conflicts between the General Partner and
its
Affiliates on the one hand and the Limited Partners on the other.
See
"SUMMARY OF THE PARTNERSHIP AGREEMENT" and "CONFLICTS OF INTEREST."
Fiduciary Responsibility
The General Partner will act as fiduciary to the Partnership. However,
the
Partnership will be obligated to provide certain indemnities to the
General
Partner, and, as detailed under "CONFLICTS OF INTEREST," the General
Partner
will be permitted to engage in certain activities that may
involve a
conflict of interest.
Other Offerings by the General Partner and its Affiliates
The General Partner has sponsored, and is currently managing, six
other
public leasing programs with objectives similar to that of the
Partnership
and certain Affiliates have sponsored and are managing fourteen
non-public
programs with different investment objectives. (See "OTHER OFFERINGS BY
THE
GENERAL PARTNER AND ITS AFFILIATES" for more detailed information
concerning
the Prior Public Programs (ICON Cash Flow Partners, L.P., Series A
through
Series E and ICON Cash Flow Partners L.P. Six, all of which are
hereinafter
collectively referred to as the "Recent Public Programs") and the
Prior
Performance Tables included in Exhibit B to this Prospectus for tabular
and
statistical data concerning the Prior Public Programs.
Management; Financial Statements of the General Partner and of the Partnership
The sole General Partner of the Partnership is ICON Capital
Corp., a
Connecticut corporation located at 600 Mamaroneck Avenue, Harrison, New
York
10528 (telephone 914-698-0600), which is also the Partnership's address
and
telephone number. The General Partner will manage and control the affairs
of
the Partnership. See "MANAGEMENT" for a description of the officers
and
other key personnel who will be responsible for the management of
the
Partnership's business.
The financial statements of the General Partner and of the Partnership
are
located in the Prospectus under the caption "FINANCIAL STATEMENTS."
Investment Objectives and Policies
The Partnership intends to acquire and lease various types of
Equipment,
primarily within the United States, to businesses which the General
Partner
determines are Creditworthy. The Partnership will also provide financing
to
these same types of businesses secured by tangible and intangible
personal
property and other or additional collateral located primarily within
the
United States which the General Partner determines to be sufficient
in
amounts and types to provide adequate security for the current and
future
obligations of such borrowers. The General Partner estimates
that
approximately one-third of Net Offering Proceeds will be invested
in
Financing Transactions and Leases which produce portfolio income
although
the General Partner may determine, in its sole discretion, to invest up
to
one-half of the Partnership's funds in Financing Transactions as well
as
Leases or other transactions which produce portfolio income if, in its
sole
discretion, it believes such Investments to be in the best interests of
the
Partnership. For the purposes of this Prospectus, the term
"Creditworthy"
means, when used with respect to a prospective Lessee or User, that (1)
the
Credit Committee of the General Partner has made the determination, in
its
reasonable business judgment, after review of financial, credit,
operational
and other information concerning such Lessee or User, that such party
is
currently able, and is expected to continue throughout the term of
such
transaction to be able, to meet its obligations to the Partnership
in a
timely and complete manner, (2) the Lease or Financing Transaction
is
adequately secured by equipment and/or other or additional
collateral
obtained, directly or indirectly, from such Lessee or User (or a
guarantor
or other party) and (3) the Lessee or User has satisfied substantially
the
other criteria established by the Credit Committee as a condition to
the
Partnership's investment in such Lease or Financing Transaction.
(See
"INVESTMENT OBJECTIVES AND POLICIES--Credit Review Procedures"
for a
discussion of the procedures used by the General Partner to determine
the
Creditworthiness of potential Lessees and Users).
The terms of the Partnership's Leases are expected to range from two to
five
years. Each such investment is expected to provide for aggregate,
basic
contractual payments (rents in the case of Leases and debt service in
the
case of Financing Transactions) which return the Partnership's cost of
such
Investments (including Front-End Fees), together with investment
income.
After its initial term, each Lease will be expected to produce
additional
investment income from the re-lease and/or ultimate sale of the Equipment.
The Partnership's overall investment objectives are to:
(1) achieve sale of the Maximum Offering in an orderly manner;
(2) promptly apply Net Offering Proceeds, together with the principal
amount
of any Indebtedness, permitted to be incurred to acquire Investments
which
are as broadly diversified by collateral type, lessee/user industry
and
geographic location as is possible in accordance with the
Partnership's
investment objectives and policies described herein and the
Partnership
Agreement;
(3) arrange for financing of substantially all contractual
revenues
receivable for such Investments which are not needed for
current
distributions and operation expenses;
(4) make monthly cash distributions in an amount equal to the "First
Cash
Distributions" to each of its Limited Partners from Cash From
Operations
throughout the period which ends five (minimum) to eight (maximum)
years
after the Partnership's Final Closing (the "Reinvestment Period")
see
"INVESTMENT OBJECTIVES AND POLICIES--Cash Distributions to
Partners--Monthly
Cash Distributions" and "--First Cash Distributions to the
Limited
Partners";
(5) re-invest all (a) excess financing proceeds and (b) undistributed
Cash
From Operations and Cash From Sales in additional Investments during
the
Reinvestment Period to continuously increase the total amount of
the
Partnership's revenue-generating Investments (see "INVESTMENT OBJECTIVES
AND
POLICIES--Reinvestment of Undistributed Cash in Additional Equipment,
Leases
and Financing Transactions"); and
(6) sell or otherwise transfer the Partnership's Investments and
other
assets in an orderly manner and thereafter to distribute Cash From
Sales
thereof to the Partners within approximately six (6) to thirty (30)
months
after the end of the Reinvestment Period.
See "INVESTMENT OBJECTIVES AND POLICIES" for a detailed discussion of
(a)
the Partnership's proposed Investments under "--Acquisition Policies
and
Procedures," "--Leases and Lessees," "--Financing Transactions"
and
"--Portfolio Acquisitions" in such section; (b) the credit criteria to
be
employed by the General Partner's Credit Committee and credit staff
in
evaluating businesses for proposed Investments under "--Credit
Review
Procedures" in such section and (c) the nature and source (e.g. capital
or
investment increase) of cash distributions to be made to Limited
Partners
under "--Monthly Cash Distributions" in such section.
Not less than 74.0% of the Gross Offering Proceeds will be used to
make
investments in Equipment, Leases and Financing Transactions
(collectively
"Investments") on behalf of the Partnership (assuming that the
Partnership's
initial Investments are acquired using a maximum of 80% leverage)
(see
"SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS") and
1.0%
of Gross Offering Proceeds will be initially set aside in a working
capital
reserve. If one assumed that individual investors (1) could
purchase
Investments with the same average yield as the Partnership is able
to
achieve, (2) could arrange financing on the same terms and (3) could
make
such acquisitions without paying any transfer taxes or fees to brokers
or
attorneys to locate, negotiate and document such transactions (each of
which
assumptions the General Partner believes to be unlikely), then an
investor's
return from a direct ownership of leases and financing transactions would
be
greater than the return from an investment in the Partnership. In
addition,
if one assumed that an investor would incur no expenses in (1)
managing
Investments (e.g. billing and collecting rents, corresponding with
the
Lessees, insurers and others, administering sales, use and property
tax
collections, accounting and remittances to appropriate taxing
authorities,
etc.) and (2) re-marketing the Equipment (both of which assumptions
the
General Partner also believes to be unlikely), then such investor's
annual
share of gross revenues could be said to be reduced in direct proportion
to
the fees payable to the General Partner for performing such services.
Federal Income Tax Considerations
See "FEDERAL INCOME TAX CONSEQUENCES" for a discussion of
significant
federal income tax issues pertinent to the Partnership. Such Section
also
contains a description of the legal opinion regarding federal income
tax
matters that the Partnership will receive, which together with such
opinion,
addresses the material federal income tax issues which are expected to be
of
relevance to U.S. taxpayers who are individuals. Other tax issues
of
relevance to other taxpayers should be reviewed carefully by such
investors,
prior to their subscription, to determine special tax consequences of
an
investment to the Partnership.
The Partnership has obtained an opinion from Whitman Breed Abbott &
Morgan,
Tax Counsel to the General Partner, concerning the
Partnership's
classification as a partnership for federal income tax purposes. See
"--
Classification as a Partnership." The opinion states further that
the
summaries of federal income tax consequences to individual holders of
Units
and to certain tax-exempt entities, including qualified plans, set forth
in
this Prospectus under the headings "RISK FACTORS--Federal Income Tax
Risks"
and "FEDERAL INCOME TAX CONSEQUENCES" and "INVESTMENT BY QUALIFIED
PLANS"
have been reviewed by Tax Counsel and that, to the extent such
summaries
contain statements or conclusions of law, Tax Counsel are of the
opinion
that such statements or conclusions are correct under the Internal
Revenue
Code, as presently in effect, and applicable current and proposed
Treasury
Regulations, current published administrative positions of the
Service
contained in Revenue Rulings and Revenue Procedures and judicial
decisions.
Capitalization
The section of this Prospectus entitled "CAPITALIZATION" details, in
tabular
form, the Partnership's current and projected capitalization,
after
deduction of Sales Commissions, Underwriting Fees and the O & O
Expense
Allowance.
Summary of Partnership Agreement
The Partnership Agreement governs the relationship between the
Limited
Partners and the General Partner. Investors should be particularly
aware
that under the Partnership Agreement:
(1) they will have limited voting rights;
(2) their Units will not be freely transferable, and, even if
transferable,
can probably only be sold at a substantial discount; and
(3) the fiduciary duty owed by the General Partner to the Limited
Partners
has been modified in recognition of its sponsorship of the Prior
Public
Programs so as to avoid conflicts in fiduciary standards that
would
otherwise apply to the sponsor of only one investment program.
See "SUMMARY OF THE PARTNERSHIP AGREEMENT," "TRANSFER OF UNITS," "REPORTS
TO
LIMITED PARTNERS" and "FIDUCIARY RESPONSIBILITY" for further details.
Transfer of Units
The transfer of Units is subject to restrictions contained in
the
Partnership Agreement which are primarily intended to avoid having
the
Partnership be treated as a "publicly traded partnership" and thereby
become
subject to taxation as a corporation (see "FEDERAL INCOME
TAX
CONSEQUENCES--Publicly Traded Partnerships" at Pages 61-62). As a result
of
such limitations, however, it is possible that a Limited Partner wishing
to
transfer Units might not be able to do so if the aggregate transfer
limits
of the Partnership had been reached for such year. See the "TRANSFER
OF
UNITS" section of the Prospectus discusses the restrictions on transfer
of
Units in greater detail.
Fiscal Year
The fiscal year of the Partnership will end on December 31.
Glossary of Terms
For definitions of certain terms used in this Prospectus, see Section 17
of
the Partnership Agreement included as Exhibit A to this Prospectus.
RISK FACTORS
The purchase of Units may be considered speculative and subject to
certain
risks. In addition to the factors set forth elsewhere in this
Prospectus,
prospective investors should consider the following:
Operating Risks
General. The Partnership will engage in the businesses of equipment
leasing
and secured financing, which entail certain economic and other risks,
including,
but not limited to, the following: the risk of physical deterioration,
or
technological obsolescence of some types of Equipment that the Partnership
may
lease or finance; risks related to the Creditworthiness of Lessees and
the
possibility of Lessee or User defaults; fluctuations in general business
and
economic conditions; and the adoption of legislation or regulations that
may
affect the cost, manner of operations, and titling and registration
(when
necessary), of certain of its assets. Many of the foregoing risks are
outside
the control of the Partnership and may adversely affect its operating costs
or
revenues, or the amounts actually realizable by it. Certain of such risks
are
discussed below.
Partnership and Investment Risks
Certain of the Prior Public Programs with Investment Objectives Similar
to
the Partnership have experienced unexpected losses. As discussed in
greater
detail in the "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS
AFFILIATES"
Section of this Prospectus at Pages 39-41 and as shown on TABLE III, three
of
the early Prior Public Programs experienced losses in 1991-1992 which were
in
excess of such Programs' respective provisions or reserves for such losses.
The
primary cause of such losses in each case was the bankruptcy of one or
more
lessees of such Programs. A secondary cause in the case of one of such
Programs
was the rapid obsolescence of equipment subject to an operating lease due
to
withdrawal of software support by the manufacturer after it had been acquired
by
a competitor and its product line and product support terminated by
the
acquiring company. In the case of the largest two of such bankruptcies, it
has
been reported in the press that each of the bankrupt companies had
materially
overstated their inventories and profits in their financial statements prior
to
bankruptcy. While the Partnership will use its diligent business efforts
to
avoid and minimize losses and to establish reserves for losses which
are
adequate and prudent, there can be no assurance that losses of the
Partnership
will not exceed such reserves due to conditions beyond the control of
the
General Partner. If the Partnership were to incur any such excess losses,
the
amounts otherwise distributable as a return of, and a return on, capital to
the
Limited Partners, would be reduced in the absence of offsetting investment
gains
or cost savings by the Partnership.
Equipment and Lessees Unspecified. Because the Equipment to be purchased
and
the Leases and Financing Transactions to be entered into or acquired have
not
been determined as of the date of this Prospectus, the General Partner will
have
complete discretion in investing the Net Offering Proceeds from the sale of
the
Units and proceeds from Partnership Indebtedness within the limits set
forth
under the caption "INVESTMENT OBJECTIVES AND POLICIES." In addition, because
the
Partnership's Investments have not been specified, no one can predict
if
investors will receive distributions sufficient to return their
investment
and/or an investment return thereon.
Investments in "New/Unused," "Seasoned" and "Used/Remarketed" Equipment.
The
General Partner also has discretion to invest the Net Offering Proceeds
and
Indebtedness in "new/unused," "seasoned" and/or "used/remarketed" Equipment
in
any proportion. See "INVESTMENT OBJECTIVES AND POLICIES--General"
and
"--Equipment"). Purchasers of Units must therefore rely solely on the
judgment
and ability of the executive officers of the General Partner with respect to
the
selection of lessees, the purchase of Equipment, incurring Indebtedness,
the
negotiation of the terms of purchases of Equipment, Leases and
Financing
Transactions and other aspects of the Partnership's business and affairs.
The
General Partner expects that a substantial portion, of at least 50%, and as
much
as 75%, of all its Equipment may from time to time consist of
"seasoned"
Equipment (i.e. Equipment which is acquired by the Partnership during
and
subject to the initial (or original) Lease of such Equipment, that at least
25%
of its Equipment will consist of "New/unused Equipment" and that 0 to 25% of
its
Equipment might consist of "Used/Remarketed Equipment" (i.e. Equipment in
its
second lease). The major risk associated with purchase of "Seasoned"
or
"Used/Remarketed" Equipment is that the user has not maintained such
Equipment
in strict compliance with the terms of its lease of such Equipment. It will
not
usually be cost-effective for the Partnership to inspect each item of
such
Equipment prior to its acquisition. Instead, the General Partner will seek,
and
expects that it will be able in substantially all instances to obtain for
the
Partnership, representations from the sellers of all Equipment,
including
"seasoned" and "used" Equipment as well as from the users of such Equipment
that
such Equipment has been maintained in compliance with the terms of
the
applicable leases, that neither the seller, as lessor, nor the User, as
lessee,
is in violation of any material terms of such Leases and that the Equipment
is
in good operating condition and repair and the user has no defenses to,
or
offsets against, rents payable with respect to such Equipment as a result of
the
condition of the Equipment. The Partnership would have rights against the
seller
or user of such "seasoned" or "used" Equipment or both for any losses of
the
Partnership arising from their breach of such representations.
<PAGE>
Investment Delay. Delay may be expected between the time an
investor
purchases Units in the Partnership and the time the Net Offering Proceeds
from
such sales are invested in Investments. As a result, a corresponding delay
may
occur in the receipt of benefits from cost recovery deductions from
the
Equipment. However, the Partnership Agreement requires that all Net
Offering
Proceeds from the sale of the Units, after deduction of Front-End Fees,
be
invested, or committed to investment, in Equipment, Leases,
Financing
Transactions and Reserves (not exceeding 3% of Gross Offering Proceeds),
within
24 months from the Effective Date of the Offering (or, if later, within
12
months of receipt of such Net Offering Proceeds). All such Net Offering
Proceeds
which are not so invested or committed to investment shall be distributed to
the
Limited Partners, on a pro rata basis, as a return of capital without
interest
and without reduction for Sales Commissions, Underwriting Fees and O & O
Expense
Allowance related to such uninvested Capital Contributions.
Investment Portfolio Composition. There can be no assurance as to
the
ultimate composition of the Partnership's actual Investment portfolio, as
there
is no way of anticipating what types of Equipment, Leases and
Financing
Transactions will be available on reasonable terms at the times the
Partnership
is ready to invest its funds. The General Partner may vary the
Partnership's
Investment portfolio and may invest a substantial portion of the Net
Offering
Proceeds and Cash From Operations and/or Cash From Sales in types of
equipment
and financing transactions other than those described under the
caption
"INVESTMENT OBJECTIVES AND POLICIES" or may invest in Financing Transactions
to
a greater degree than currently anticipated. (The General Partner estimates
that
approximately one-third of Net Offering Proceeds will be invested in
Financing
Transactions and Leases which produce portfolio income although the
General
Partner may determine, in its sole discretion, to invest up to one-half of
the
Partnership's funds in Financing Transactions as well as Leases or
other
transactions which produce portfolio income if, in its sole discretion,
it
believes such Investments to be in the best interests of the Partnership.)
Also,
to the extent that less than the maximum number of Units are sold, it is
likely
that the Partnership would not be able to achieve as great a degree
of
diversification in its portfolio of Investments as would be possible with
more
capital to invest.
Residual Value of Equipment. Each investor's ultimate investment return
from
the Partnership will depend, in part, upon the residual value of
the
Partnership's Equipment at the time of its sale or re-lease. The residual
value
of the Equipment will depend upon many factors beyond the control of
the
Partnership, including the cost of similar new equipment at the time of
sale,
technological obsolescence, supply of and demand for such equipment,
competitive
factors and general economic conditions. See "INVESTMENT OBJECTIVES
AND
POLICIES--Acquisition Policies and Procedures."
A Lack of Diversification of Investments Would Result if only the
Minimum
Offering were Raised. The Partnership may begin operations with
minimum
capitalization of approximately $1,038,000 (after payment of estimated
Sales
Commissions, Underwriting Fees and O & O Expense Allowance totaling 13.5%
or
$162,000 of Gross Offering Proceeds) or $1,134,000 (assuming the Partnership
is
successful in obtaining Commission Loans in an amount equal to the
Sales
Commissions payable by the Partnership). The ability of the Partnership
to
diversify its Investments and its profitability could be adversely affected
by
the amount of funds at its disposal. See "SOURCES AND USES OF OFFERING
PROCEEDS
AND RELATED INDEBTEDNESS" and "CAPITALIZATION."
<PAGE>
Management of the Partnership; Limited Voting Rights of Limited
Partners.
All decisions with respect to management of the Partnership, including
the
determination as to which Equipment the Partnership will acquire and
which
Leases and Financing Transactions it will enter into or acquire, will be
made
exclusively by the General Partner. The success of the Partnership, to a
large
extent, will depend on the quality of its management, particularly as it
relates
to acquisition of Equipment and Financing Transactions and the re-leasing
and
disposition of its Equipment. Limited Partners are not permitted to take part
in
the management of the Partnership or the establishment of the
Partnership's
investment objectives or policies. Accordingly, potential investors should
not
purchase Units unless they are willing to entrust all aspects of the
management
of the Partnership to the General Partner. See "MANAGEMENT."
Generally speaking, only extraordinary matters, such as a proposed
amendment
to the Partnership Agreement, are required to be submitted for vote of
the
Limited Partners. For any matter submitted for vote of the Limited Partners,
the
Consent of the Majority Interest (more than 50% of the Partnership Interests)
is
required for approval. The Partnership Agreement provides that in
determining
the requisite percentage of Interests necessary for a vote concerning (i)
the
removal of the Sponsor as General Partner or (ii) any transaction between
the
Sponsor and the Program, any Interests owned by the Sponsor shall not
be
included.
Leveraged Investment--Increased Risk of Loss. The Partnership expects
to
acquire a portion of its Investments for cash consideration and to acquire
other
Investments (particularly those with investment-grade Lessees and Users)
subject
to existing (primarily non-recourse) indebtedness. As an essential element
of
its acquisition and operational strategy, the General Partner intends to
use
additional borrowings (or "leverage") from banks or other unaffiliated
lenders
(which is expected to be recourse debt as to a discrete "pool" of Leases
or
other receivables in excess of those needed for current cash expenses
and
distributions) to acquire additional Investments and generate additional
Gross
Revenues for the Partnership. Such pooled-asset loans are commonly referred
to
as "securitizations." The General Partner expects that, from the time the
Gross
Offering Proceeds are fully invested in Investments, until the end of
the
Reinvestment Period, at least 50% but no more than 80% of the
Partnership's
aggregate cost of its Investments will have been supplied by
Partnership
borrowings and existing indebtedness. The ability of the Partnership to
borrow
and obtain favorable interest rates and other terms will depend in part on
the
magnitude of financeable assets which the Partnership owns at any point in
time
and other factors such as the general availability of investors willing to
lend
money at any point in time. To the extent that the Partnership uses
borrowings,
the interest rates paid by it on such borrowings may be higher than those
paid
by certain leasing companies which may be able to borrow money at lesser
rates
of interest. As a result, the Partnership may be required to charge
higher
payments under its Leases and Financing Transactions than would be charged
by a
competitor with a lower cost of borrowing in order to achieve a
comparable
return on its Investments. Accordingly, the Partnership may operate
at a
competitive disadvantage relative to certain other lessors and financiers
of
Equipment.
Furthermore, such borrowings may be secured by a lien on some or all of
the
Partnership's Equipment, Leases and/or Financing Transactions and the
payments
due thereunder. Although the use of borrowings permits the Partnership
to
acquire a greater number and variety of Investments, borrowings may
also
increase the Partnership's risk of loss. For example, if a Lessee defaults
in
the payment of rentals or royalties due under a Lease which has been assigned
to
a lender, and if the Partnership is unable either (a) to re-lease or
re-license
such Equipment upon rental terms comparable to those under the original Lease
or
(b) is unable to pay the debt it has incurred, the lender could foreclose
on
such Equipment and the Partnership could suffer a loss of its
investment
therein.
It is also possible that the Partnership may, on occasion, find it
necessary
to borrow funds for use in operations (for example to repair damaged
Equipment
where Reserves and Cash From Operations are not sufficient to cover such
costs).
There can be no assurance that, if the need to borrow funds for use
in
operations were to develop, financing would be available, or if available,
would
be on terms satisfactory to the Partnership.
Risks Associated with Lessee or User Default. If a Lessee or User
defaulted
on its payment obligations under a Lease or Financing Transaction,
the
Partnership would need to foreclose on the Equipment and/or other
collateral
securing such transaction (which might include guaranties, security and
time
deposits, manufacturer or vendor guaranties or re-purchase covenants). If
the
Partnership were then unable to sell or re-lease the foreclosed Equipment
or
collateral or were unable to repossess such Equipment or collateral promptly
or
at all, the Partnership might realize a significant loss of anticipated
revenues
that may result in the inability of the Partnership to recover fully
its
investment in such Lease or Financing Transaction.
<PAGE>
In the Early Partnership Years Investors Will be Subject to Federal
Income
Taxation on Amounts that are a Return of Capital Under Generally
Accepted
Accounting Principles. The Partnership is required to prepare its
financial
statements and quarterly and annual financial reports to investors
using
generally accepted accounting principles ("GAAP"), and is also required
to
follow the Internal Revenue Code of 1986, as amended (the "Code") to compute
its
taxable income and deductible expenses. There are many differences between
the
timing, amounts and deductibility of items under GAAP and the Code. As a
result
of such differences, a higher proportion of investors' monthly
cash
distributions during the early (particularly the first two) years of
the
Partnership will be a return of investors' capital contributions for GAAP
(or
"book") reporting purposes than for tax reporting purposes.
Consequently,
investors should be aware that, as a result, there may be
substantial
differences each year between net income determined on a GAAP basis, as
reported
to investors periodically, and the taxable income on which investors will
pay
taxes pursuant to the Code.
A Substantial Portion of the Cash Distributions of the Prior Public
Programs
has been a Return of Capital. A substantial portion of distributions made
to
date by the Prior Public Programs has been a return of investors'
capital
contributions. See Table III of the Prior Performance Tables for the
Prior
Public Programs which appear as Exhibit B to this Prospectus. Subscribers
will
not acquire any ownership interest in any Prior Public Program and should
not
assume that they will experience investment results or returns, if
any,
comparable to those experienced by investors in any such Prior Public
Program
(notwithstanding the similarity in investment objectives and intended
operations
of such Programs and the Partnership) or that the prior performance of any
such
Prior Public Program indicates the future results of operations of such
Prior
Public Program.
Rate of Limited Partner Cash Distributions Not Fixed; Return on
Investment
Not Determinable. While it is the Partnership's objective to make monthly
cash
distributions from net cash flows from operations, the General Partner
may
determine it is in the best interest of the Partnership to change the
proportion
of such cash flows which are distributed to the Limited Partners and
reinvested
in additional Investments. In addition, until all cash distributions from
the
operations of the Partnership and from sale of all its assets has been
completed
the level of an investor's return on investment, if any, cannot be
determined.
There is no assurance that investors will achieve any specified rate of
return
on their respective capital contributions to the Partnership and the
total
return on capital of the Partnership can only be determined at the
termination
of the Partnership after all residual cash flows (proceeds from sale
and
re-leasing of equipment after the initial and any subsequent lease terms
have
expired) have been realized.
Lack of a Secondary Market for Units; Restricted Transferability. The
Units
are limited partnership interests. In order to avoid treatment as a
"publicly
traded partnership," the Code and regulations promulgated thereunder by
the
Department of the Treasury of the United States impose severe limitations on
the
ability of the General Partner or the Partnership to create or participate
in a
"secondary market" for Units. As a result of the foregoing, only a
limited
market for limited partnership interests, such as Units, currently exists.
The
ability of an owner of Units to sell or otherwise transfer such Units
(other
than at a substantial discount) is extremely limited. As a result, an
investor
must view an investment in the Partnership as a long-term, illiquid
investment.
See "TRANSFER OF UNITS."
Redemption Price for Units Not Equal to Capital Account Balance.
Commencing
with the second full quarter following the Final Closing Date, any
Limited
Partner (other than any Affiliated Limited Partner) may request that
the
Partnership redeem up to 100% of the Units held by such Limited Partner.
The
Partnership is under no obligation to do so. The redemption price payable in
the
event the General Partner determines in its sole discretion to redeem such
Units
has been unilaterally set. Such redemption price initially approximates the
Net
Offering Proceeds realized by the Partnership from Capital Contributions
of a
Limited Partner on the date of his admission to the Partnership after
deduction
of Front-End Fees and has a maximum value equal to the Capital Account
balance
of such Limited Partner as of the end of the quarter preceding the
redemption,
reduced by cash distributions for the calendar quarter in which the
redemption
occurs. See "TRANSFER OF UNITS--Limited Right of Presentment for Redemption
of
Units." However, during the term of the Partnership, the redemption price
may
have no direct relationship to a Limited Partner's Capital Account at the
time
of a redemption.
Conflicts of Interest. The Partnership will be subject to various
conflicts of interest arising out of its relationship to the General Partner
and its Affiliates which may arise during the life of the Partnership--see
the "CONFLICTS OF INTEREST" Section at Pages 31-35 of this Prospectus. Such
conflicts may include:
o the lack of arm's length negotiations in determining compensation;
o competition with other leasing programs sponsored by the General
Partner
or its Affiliates for the acquisition, lease, financing or sale
of
Equipment and for management services;
o since the General Partner is, as a general rule, liable for
the
Partnership's liabilities which exceed its assets, the General Partner
may
have a conflict of interest in determining when to allocate cash flow
for
distribution to the Limited Partners or to the Partnership's
Reserve
Account;
o in joint ventures, a conflict may arise in determining when and whether
to dispose of any jointly owned investments;
o the timing and amounts of Acquisition Fees paid to the General Partner
are
based upon the total purchase price of all Equipment inclusive of
debt
and, thus, are increased (subject to a ceiling on the total amount of
such
fees) if a greater percent of debt is employed in acquiring
the
Partnership's Investments.
o any Units sold through ICON Securities Corp. because of its
affiliation
with the General Partner, will not have the benefit of a review
and
investigation by an independent securities firm in the capacity
of a
dealer-manager.
o in acting as the Tax Matters Partner under the Partnership Agreement
for
purposes of dealing with the Internal Revenue Service ("Service"),
there
can be no assurance that any decisions made by the General Partner in
such
its capacity as Tax Matters Partner will be in the best interest of
any
specific Limited Partner given his or her specific tax situation.
Certain of such conflicts are affected by (i) the fiduciary duty that
the
General Partner owes to the Limited Partners and by (ii) provisions of
the
Partnership Agreement which are intended to minimize conflicts between
the
General Partner and its Affiliates on the one hand and the Limited Partners
on
the other. See "SUMMARY OF THE PARTNERSHIP AGREEMENT" and "CONFLICTS
OF
INTEREST."
Participation of a Securities Sales Affiliate in this Offering.
The
Dealer-Manager is an Affiliate of the General Partner. As a result,
the
information provided in this Prospectus will not have the benefit of a
review
and investigation by an independent securities firm in the capacity
of a
dealer-manager.
General Partner Not Employed by Partnership Exclusively. The
Partnership
will not employ its own full-time officers, directors or employees. The
General
Partner will supervise and control the business affairs of the Partnership.
The
Partnership will contract with the General Partner to manage the
Partnership's
Investments. The officers and employees of the General Partner will devote
to
the Partnership's affairs only such time as may be reasonably necessary
to
conduct its business. See "MANAGEMENT."
The Equipment Leasing and Financing Businesses are Highly Competitive.
The
equipment leasing and financing businesses are highly competitive and
the
Partnership will be competing with many established entities
having
substantially greater financial resources than the Partnership. Many of
these
entities have greater experience in said businesses than the General
Partner.
See, however, "OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES."
Risks of Joint Ventures. The Partnership Agreement permits the
Partnership
to invest in Joint Ventures with other limited partnerships or
investment
programs sponsored by the General Partner and its Affiliates as well as
programs
sponsored by non-Affiliates. The maximum amount of the Partnership's
Gross
Offering Proceeds which may be so invested is equal to the smallest of 25%
of
(a) the Maximum Offering, (b) the sum of (i) the cumulative Gross
Offering
Proceeds raised as of the closing date of such investment and (ii) the
Gross
Offering Proceeds which the General Partner reasonably estimates the
Partnership
will raise from such date to the Termination Date or (c) the cumulative
Gross
Offering Proceeds raised as of the Termination Date. Such Joint Ventures
will
have substantially identical investments objectives to the Partnership.
Joint
Ventures will not permit the Partnership indirectly to engage in
activities
which it cannot directly engage in as sole owner of any Investment under
the
terms of the Partnership Agreement. See "INVESTMENT OBJECTIVES
AND
POLICIES--Other Investments." Investing in Joint Ventures rather than a
direct
investment in equipment or financing transactions may, under some
circumstances,
involve additional risks, including risks associated with the possibility
that
the Partnership's co-investors might become bankrupt or that such
co-investors
may have economic or business interests or goals which are inconsistent with
the
business interests or goals of the Partnership. Among other things, actions
by
such a co-investor might have the result of subjecting equipment or
financing
transactions owned by the Joint Venture to liabilities in excess of
those
contemplated by the Partnership or might have other adverse consequences for
the
Partnership. Inasmuch as, in certain cases, no one Person may control the
Joint
Venture, there will be a potential risk of impasse on decisions,
including a
proposed sale or other transfer of any equipment or financing transaction,
and,
although it is anticipated that the Partnership shall have a right of
first
refusal with respect to the purchase of any equipment or financing
transactions
held by such Joint Venture, the Partnership may not have the resources to
make
such purchase. See "CONFLICTS OF INTEREST--Joint Ventures."
Uninsured Losses. The Partnership's Leases and the documentation
for
Financing Transactions will generally require Lessees and Users to arrange,
at
their expense, for comprehensive insurance (including fire, liability
and
extended coverage) and to assume the risk of loss of the Equipment or
the
collateral securing the Leases and Financing Transactions, whether or
not
insured. When the Lessee or User is not required to provide such insurance,
the
Partnership will provide it at its own expense. However, there are certain
types
of losses (generally of a catastrophic nature such as those due to war
or
earthquakes) which are either uninsurable or not economically insurable.
Should
such a disaster occur with respect to Equipment or collateral securing
the
Leases and Financing Transactions and, in connection therewith, the Lessee
or
User is unable to honor its payment obligations, the Partnership could
suffer a
loss of capital invested in, and a loss of any profits and related cash
flow
which might be anticipated from, such Investments.
Risk of Loss of Equipment Registration. Aircraft and marine vessels
are
subject to certain registration requirements. Registration with the
Federal
Aviation Administration ("FAA") may be required for the operation of
aircraft
within the United States. Similarly, certain types of marine vessels must
be
registered prior to operation in the waterways of the United States. Failure
to
register or loss of such registration for aircraft or marine vessels
could
result in substantial penalties, the premature sale of such Equipment and
the
inability to operate and lease the Equipment. See "INVESTMENT OBJECTIVES
AND
POLICIES--Equipment--Equipment Registration."
Equipment Leases May be Subject to Usury Laws. Equipment Leases have,
on
occasion, been held by the courts to be loan transactions subject to state
usury
laws. It is expected that all of the Financing Transactions will be treated
as
loan transactions. The Partnership intends to structure its Leases and
Financing
Transactions so as to avoid application of the usury laws of the states in
which
it will conduct its operations. However, there can be no assurance that
the
Partnership will be successful in doing so.
Liability of Limited Partners for Certain Distributions. A Limited
Partner's
personal liability for obligations of the Partnership generally will be
limited
under the Delaware Act to the amount of such Limited Partner's
Capital
Contribution. Under the Delaware Act, a Limited Partner may be liable to
return
to the Partnership any amount distributed for a period of three years from
the
date of such distribution if such distribution causes the liabilities of
the
Partnership (other than Partnership liabilities to Partners on account of
their
partnership interests and non-recourse debt) to exceed the fair market value
of
the assets of the Partnership in the event the Limited Partner knew such
facts
at the time of such distribution.
Limited Liability Not Clearly Established. The Partnership has
been
organized under the Delaware Act, which is modeled after the Uniform
Limited
Partnership Act. The Partnership Agreement provides for Limited Partners
to
exercise certain rights relative to the internal affairs or organization of
the
Partnership (such as, for example, a right to vote on the removal of the
General
Partner or to terminate the Partnership). Under Delaware law, neither
the
existence nor the exercise of such rights will cause the Limited Partners to
be
deemed to be taking part in the control of the Partnership's business.
However,
all states have not adopted the Uniform Limited Partnership Act. As a result,
it
is not possible to be certain that the courts of every state would conclude
that
the Limited Partners were entitled to limited liability under all
circumstances.
Therefore, a risk exists as to whether the exercise (or perhaps even
the
existence) of the Limited Partners' voting or other rights under the
Partnership
Agreement might provide the basis for a court to hold that the Limited
Partners
are not entitled to the limitation of liability which the Partnership
Agreement
provides.
Subscription Payments. In general, subscription payments may be held
in
escrow for up to 12 months following the Effective Date before being returned
if
the Minimum Offering is not sold within such period. The subscription payment
of
each Pennsylvania investor may be held for up to 120 days period before
either
such subscriber is admitted to the Partnership as a Limited Partner (in
the
event that aggregate subscriptions of $5,000,000 of Units have been received
for
Units) or rescission offered to such subscriber. If $5,000,000 of Units is
not
received by the end of the 120 day period in which such investor's
subscription
was received, then such subscriber will be offered the opportunity to
rescind
his subscription and, in addition, if $5,000,000 of subscriptions are
not
received within one year of the effective date of this Program in
Pennsylvania,
any subscription from a Pennsylvania resident then being held in escrow will
be
promptly returned to them with interest earned thereon. While any
such
subscriber's funds are held in escrow, such investor will be deprived of the
use
of such funds although such funds will accrue interest during such period
for
the benefit of such investor.
Federal Income Tax Risks and ERISA Matters. Although certain federal income
tax
aspects may be important in analyzing the attractiveness of an investment
in
Partnership Units, prospective investors in the Partnership should make
an
investment based primarily on economic rather than tax factors. While
the
Partnership has obtained an opinion of Tax Counsel as to various tax matters
and
Tax Counsel has reviewed the "FEDERAL INCOME TAX CONSEQUENCES" Section of
this
Prospectus for accuracy, that opinion and such review is limited largely
to
those tax matters believed to be material to an individual
taxpayer.
Furthermore, such tax opinion is subject to certain assumptions concerning
the
future operations of the Partnership (which may vary from such assumptions)
and
is not binding on the Internal Revenue Service (the "Service"). In addition,
no
ruling has been or will be sought from the Service on any federal income
tax
issue. Because of such facts and because each investor's other income
and
expenses may materially affect the tax consequences of an investment in
Units,
there can be no assurance that the tax consequences described in this
Prospectus
will be obtained by every investor. Prospective investors and their
advisors
should, therefore, not only carefully review the "FEDERAL INCOME
TAX
CONSEQUENCES" Section of this Prospectus, but should also carefully review
their
own particular circumstances.
Federal Tax Considerations in General. No ruling has been obtained from
the
Service with respect to any of the tax considerations associated with
an
investment in the Partnership. Many of the tax consequences described herein
are
unclear because of the passage in recent years of major tax legislation,
which
has not been interpreted through Treasury Regulations and court
decisions.
Availability of the tax benefits described herein may be challenged by
the
Service upon audit of any tax return of the Partnership. Any adjustment to
any
tax return of the Partnership as a result of an audit could also result
in
adjustments to the income tax returns of the Limited Partners, and might
result
in an examination of such returns for items unrelated to the Partnership, or
an
examination of such returns for prior years. Moreover, the Limited
Partners
could incur substantial legal and accounting costs in contesting any
Service
challenge, regardless of the outcome.
Partnership Status. The Service may successfully contend that
the
Partnership should be treated as a corporation or a "publicly
traded
partnership" ("PTP") which is treated as a corporation for federal income
tax
purposes rather than as a partnership. In such event, substantially all of
the
possible tax benefits (primarily non-taxation of the Partnership
and a
pass-through to investors of all income and losses) of an investment in
the
Partnership could be eliminated. See "FEDERAL INCOME
TAX
CONSEQUENCES--Classification as a Partnership" and "--Publicly
Traded
Partnerships." If the Partnership were treated as a PTP or as a corporation,
the
following results would occur: (a) losses realized by the Partnership would
not
pass through to Partners, (b) the Partnership would be taxed at income tax
rates
applicable to corporations, and (c) distributions to the Partners would
be
taxable to them as dividend income to the extent of current and
accumulated
earnings and profits. In order to minimize the possibility of PTP treatment
for
the Partnership, Section 10 of the Partnership Agreement provides
for
restrictions on transfers of Units by incorporating certain "safe harbor"
tests
specified by the Service in Notice 88-75.
Tax Treatment of Leases as Sales or Financings. Although the General
Partner
expects to structure each Lease so that the Partnership will be treated,
for
federal income tax purposes, as the owner and lessor of the Equipment, it
is
possible that the Service may challenge some or all of the Partnership's
Leases
and assert that they are properly characterized as sales or financings
for
federal tax purposes. Such treatment would result in the loss of cost
recovery
deductions by the Partnership with respect to the Equipment subject to
such
Leases. See "FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of the Leases."
Tax Liability From Operations And Sales or Other Dispositions. The
tax
liability of Partners may materially exceed net income for financial
reporting
purposes. The General Partner expects that taxable income for each year
will
generally, if not always, be less than cash distributions for the same
year.
However, the sale or other disposition of a Unit or Partnership property
may
result in Limited Partners realizing federal income tax liabilities which
exceed
the amount of cash (if any) realized from such sale or other disposition.
Limitations on the Deduction of Losses. The ability of individuals,
trusts,
estates, personal service corporations and certain other
closely-held
corporations to deduct losses generated by the Partnership is limited to
the
amounts such investors have "at risk" in the activity, i.e., generally
the
amount paid for their Units plus any profit allocations, reduced by
loss
allocations and distributions. Additionally, such investors are subject
to
restriction on the deductibility of losses attributable to certain
"passive
activities". The Partnership's operations will constitute a "passive
activity".
Such investors can only use "passive losses" to offset "passive income"
in
calculating tax liability. See "FEDERAL INCOME TAX
CONSEQUENCES--Deductibility
of Losses: Passive Losses, Tax Basis and --'At Risk' Limitations."
Allocation of Profits and Losses. Allocations of Profits or Losses
between
the General Partner and Limited Partners might be successfully challenged by
the
Service if they did not have substantial economic effect or were not made
in
accordance with the "interests" of the Partners. If such a challenge
were
upheld, taxable income and loss might be reallocated, resulting in the
Limited
Partners being allocated more taxable income or less loss than that allocated
to
them under the Partnership Agreement. To avoid such a challenge, the
Partnership
Agreement includes provisions regarding "special allocations" and
"curative
allocations" to comply with the applicable requirements of Treasury
Regulations
curative tax allocations. See "FEDERAL INCOME TAX CONSEQUENCES--Allocations
of
Profits and Losses."
Unrelated Business Income. Investors which are entities customarily
exempt
from federal income taxation on their income, such as qualified
corporate
pension, profit sharing and stock bonus plans, including Keogh Plans
("Qualified
Plans"), IRAs and certain charitable and other organizations described
in
Section 501(c) of the Code, are nevertheless subject to "unrelated business
tax"
under the Code on "unrelated business taxable income" ("UBTI"). Such
entities
are required to file federal income tax returns if they have total UBTI from
all
sources in excess of $1,000 per year. Partnership leasing income and
certain
other Partnership income will generally constitute UBTI taxable to
such
entities. See "FEDERAL INCOME TAX CONSEQUENCES--Taxation of Employee
Benefit
Plans and Other Tax-Exempt Organizations."
Equitable Owner of Properties. The Partnership and Joint Ventures in
which
it invests will be entitled to cost recovery, depreciation or
amortization
deductions with respect to their properties only if they are considered to
be
the equitable owners of the Partnership's properties for federal income
tax
purposes. The determination of who is the equitable owner is based on
many
factors. If the Partnership were deemed not to be the equitable owner of
its
Equipment and other properties, it would not be entitled to cost
recovery,
depreciation or amortization deductions, and the character of
Partnership
leasing income might be deemed to the non-passive. See "FEDERAL INCOME
TAX
CONSEQUENCES--Cost Recovery."
Foreign Investors. Foreign investors should be aware that income from
the Partnership will be subject to federal income tax withholding. Such
investors may also be required to file federal income tax returns. See
"FEDERAL INCOME TAX CONSEQUENCES -- Foreign Investors."
Additional Taxes and Reporting Obligations. Limited Partners may be
required
to pay various taxes in connection with an investment in the Partnership,
such
as the alternative minimum tax ("AMT"). Each Limited Partner is expected to
be
allocated a ratable share of "tax preference items" and the operations of
the
Partnership may give rise to other adjustments which could increase a
particular
investor's AMT. AMT is treated in the same manner as the regular income tax
for
purposes of payment of estimated taxes. See "FEDERAL INCOME
TAX
CONSEQUENCES--Alternative Minimum Tax."
Limited Partners may also be subject to state and local taxation, such
as
income, franchise or personal property taxes in the state in which they
are
domiciled, as a result of their Partnership investment. The Partnership's use
of
Equipment outside the United States (which is not presently contemplated)
might
also subject the Partnership or Limited Partners to income or other taxation
in
foreign countries.
ERISA Risks. Under certain circumstances, ERISA and the Code, as
interpreted
by the Department of Labor, will apply a "look-through" rule under which
the
assets of an entity in which a Qualified Plan or IRA has made an
equity
investment may constitute "plan assets." Under certain circumstances,
an
investment in Units may not be an appropriate investment for Qualified Plans
or
IRAs due to such interpretations. Fiduciaries of Qualified Plans and IRAs,
in
consultation with their advisors, should carefully consider: (1) whether
an
investment in Units is consistent with their fiduciary responsibilities and
(2)
the effect of the possible treatment of assets if the Partnership's
underlying
assets are treated as "plan assets." See "INVESTMENT BY QUALIFIED PLANS."
THE FOREGOING IS A SUMMARY OF THE SIGNIFICANT FEDERAL INCOME TAX
RISKS
RELATING TO A PURCHASE OF UNITS AND THE FORMATION AND PROPOSED OPERATIONS OF
THE
PARTNERSHIP. THE RISKS DESCRIBED ABOVE AND THE OTHER SIGNIFICANT FEDERAL
INCOME
TAX CONSEQUENCES RELATING TO THE PURCHASE OF UNITS ARE FURTHER DESCRIBED
IN
"FEDERAL INCOME TAX CONSEQUENCES."
VARIOUS TAX RULES INCLUDING, WITHOUT LIMITATION, STATE, LOCAL AND
FOREIGN
TAXES, THE ALTERNATIVE MINIMUM TAX, THE 'AT-RISK,' PASSIVE LOSS AND
INVESTMENT
INTEREST LIMITATIONS, AND THE UNRELATED BUSINESS INCOME TAX RULES PRODUCE
TAX
EFFECTS THAT CAN VARY BASED ON A LIMITED PARTNER'S PARTICULAR
CIRCUMSTANCES.
THEREFORE, PROSPECTIVE LIMITED PARTNERS ARE URGED TO CONSULT THEIR OWN
TAX
ADVISORS AS TO THE PARTICULAR CONSEQUENCES OF AN INVESTMENT IN UNITS.
SOURCES AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS
The following tables set forth the General Partner's best estimate of
the
use of the Gross Offering Proceeds from the sale of the Minimum
Offering
($1,200,000) and the Maximum Offering ($100,000,000). Because the
Partnership
has not made any acquisitions, certain of the amounts below cannot be
precisely
calculated at the present time and may vary substantially from these
estimates.
As shown below, it is projected that 74.0% of Gross Offering Proceeds will
be
used to make investments in Equipment and Financing Transactions (assuming
80%
leverage). See footnote 7 to the following table.
Minimum Offering Maximum Offering
Dollar Dollar
Amount %(1) Amount %(1)
Gross Offerings Proceeds (2) $1,200,000 100.00% $100,000,000 100.00%
Expenses:
Sales Commissions (3) (96,000) (8.00%) (8,000,000) (8.00%)
Underwriting Fees (4) (24,000) (2.00%) (2,000,000) (2.00%)
O&O Expense Allowance (5) (42,000) (3.50%) (3,500,000) (3.50%)
Public Offering Expenses (162,000) (13.50%) (13,500,000) (13.50%)
Reserves (6) (12,000) (1.00%) (1,000,000) (1.00%)
-------- ------- ------------------
Gross Offering Proceeds Available
for Investment 1,026,000 85.50% 85,500,000 85.50%
Acquisition Fees (attributable to
Offering Proceeds and
Borrowings)(7) (138,000) (11.50%) (11,500,000) (11.50%)
--------- -------- --------------------
Gross Offering Proceeds Used
to Make Investments $888,000 74.00% $74,000,000 74.00%
========= ====== ==================
(1) All percentages shown in the table above are percentages of Gross
Offering
Proceeds.
(2) Does not include $1,000 in cash contributed by both the Original
Limited
Partner and the General Partner to the Partnership at time of its
formation.
Upon the Initial Closing of the Partnership, the Original Limited
Partner
will withdraw from the Partnership and his capital contribution of
$1,000
will be refunded.
(3) The Partnership will pay to participating broker-dealers a Sales
Commission
of $8.00 per Unit sold (8% of Gross Offering Proceeds), subject to
reduction
in the case of sales qualifying for Volume Discounts, except that no
Sales
Commission will be paid in respect of Units sold to Affiliated
Limited
Partners. The General Partner expects that substantially all
Sales
Commissions will be paid to unaffiliated Selling Dealers. Sales
Commissions
are Front-End Fees regardless of whether paid by the Partnership directly
or
with proceeds of Commission Loans (if any).
(4) The Partnership will pay the Dealer-Manager an Underwriting Fee equal
to
$2.00 for each Unit sold (2.0% of Gross Offering Proceeds) for managing
the
Offering of Units and to reimburse, on a non-accountable basis, for
the
wholesaling fees and expenses of the Sponsor.
(5) The Partnership will pay the General Partner or the Dealer-Manager or
both a
total amount equal to 3.5% of the Gross Offering Proceeds ($3.50 per
Unit
for all Units sold) as an O & O Expense Allowance. The O & O
Expense
Allowance will be paid on a non-accountable basis, which means that
such
compensation may be less than, or greater than, the actual costs
and
expenses paid by the General Partner and the Dealer-Manager in
(a)
organizing the Partnership and offering Units for sale (which may
include
advertising and promotional expenses incurred in preparing the
Partnership
for registration and subsequently offering and distributing the Units to
the
public--the "Organizational and Offering Expenses") and (b) bona fide
due
diligence fees and expenses actually incurred by the Dealer-Manager
and
prospective Selling Dealers. Such due diligence fees and expenses
are
limited to an aggregate amount not to exceed the lesser of (a) one-half
of
1% of Gross Offering Proceeds or (b) the amount permitted to be
paid
pursuant to Appendix F to Article III of the NASD Rules of Fair
Practice.
The General Partner has agreed in the Partnership Agreement to pay
all
Organizational and Offering Expenses in excess of 3.5% of the Gross
Offering
Proceeds, in the aggregate, without recourse to, or reimbursement from,
the
Partnership. See "PLAN OF DISTRIBUTION" and "SUMMARY OF THE
PARTNERSHIP
AGREEMENT."
(6) The Partnership intends to establish an initial Reserve equal to 1% of
Gross
Offering Proceeds, which will be maintained and used for insurance,
certain
repairs, replacements and miscellaneous contingencies.
(7) The amounts and percentages shown represent the maximum Acquisition
Fees
which are payable from Gross Offering Proceeds (assuming indebtedness
equal
to the maximum possible leverage of 80% of the purchase price of
Equipment
is employed). The amounts and percentage shown are computed by
multiplying
3.0% by the total purchase price of Investments purchased with both
Capital
Contributions and with borrowings and the result is then reduced to
the
amounts and percentages shown on the foregoing chart because the total
of
all Acquisition Fees cannot exceed 11.5% of Gross Offering Proceeds
under
the provisions of the Partnership Agreement and the NASAA Guidelines.
SUMMARY OF COMPENSATION
The following table discloses in summary fashion the forms and
estimated
amounts of all compensation or distributions which may be paid, directly
or
indirectly, by the Partnership to the General Partner and its Affiliates.
Some
of such compensation will be paid regardless of the success or profitability
of
the Partnership's operations. The following compensation was not determined
by
arm's-length negotiations.
The General Partner directly controls when Acquisition Fees (which
are
payable only upon the Partnership's taking title to Investments) are paid.
In
addition, the General Partner directly controls the amount of Acquisition
Fees
(subject to overall limitations on all Front-End Fees) through the amount
of
borrowings it uses to acquire Investments (which directly affects the
Purchase
Price and Acquisition Fees payable for the Partnership's Investments).
The
General Partner has subordinated the timing of its receipt of Management
Fees,
Subordinated Remarketing Fees and its increased shares of Cash From
Operations
and Cash From Sales to the receipt by the Limited Partners of certain
total
amounts of cash distributions (as disclosed below). Notwithstanding the
fact
that some of the compensation disclosed below may vary in amount from
the
amounts projected, the total amounts of compensation payable to all
Persons,
including the General Partner, is limited by provisions of the
Partnership
Agreement and the requirements of (a) the NASAA Guidelines, which
include
specific maximum sponsor compensation and minimum use of proceeds
requirements
and (b) the NASD's Rules of Fair Practice (which limit selling compensation).
<PAGE>
<TABLE>
Organization and Offering Stage
<S>
<C> <C>
Form of (and Entity Receiving) Method of
Compensation Estimated Dollar Amount
Compensation
Underwriting Fees (payable to ICON 2.0% ($2.00 per Unit) of the
Gross A minimum of $24,000 if the Minimum
Securities Corp., the Offering Proceeds on all Units
sold. Offering of 12,000 Units is sold
"Dealer-Manager")
and a maximum of $2,000,000 if the
Maximum
Offering
of
1,000,000
Units
is
sold.
Sales Commissions (expected to be 8.0% ($8.00 per Unit) of the
Gross Not determinable at this time.
paid primarily to Selling Dealers Offering Proceeds of all Units
with a de minimis amount expected to sold, except for Units sold
to If all Units sold were sold by o
be paid to ICON Securities Corp. Affiliated Limited Partners,
which the Dealer-Manager (which is
shall be sold on a net of
Sales actually expected to sell only a de
Commission basis, and except
that minimis number of Units), the
the amount of Sales
Commission maximum amount of Sales Commissions
shall be reduced by any
applicable that the Dealer-Manager could
volume
discount. receive would be $96,000 if the
Minimum
Offering
of
12,000
Units
is
sold
and
$8,000,000
if
the
Maximum
Offering
of
1,000,000
Units
is
sold,
in
each
case
calculated
without
giving
effect
to
possible
Volume
Discounts
or
reduction
of
such
Sales
Commissions
not
payable
for
Units
purchased
by
Affiliated
Limited Partners, if any.
O & O Expense Allowance (payable to A total amount equal to 3.5%
($3.50 A
minimum of $42,000 if the Minimum ICON Capital Corp., the "General per Unit)
of
the Gross Offering Offering of 12,000 Units is sold Partner", or
the
Dealer-Manager, or Proceeds for each Unit sold, and a maximum of $3,500,000
if
the both, for Organizational and whether the General Partner and/or
Maximum
Offering of 1,000,000 Units Offering Expenses) the Dealer-Manager incur is
sold.
Organizational and Offering
Expenses
in a greater or lesser amount than
the
O & O Expense Allowance. The
General
Partner has agreed in the
Partnership
Agreement to pay actual
Organizational
and Offering Expenses for
this
Offering to the extent such
expenses
exceed the O & O Expense Allowance.
The General Partner will pay
or
advance the bona fide due
diligence
fees and expenses of
the
Dealer-Manager and actual
and
prospective Selling Dealers on a
fully
accountable basis from such
Allowance
up to, but not in excess, of
the
lesser of the maximum amount
payable
under the NASD Rules of Fair
Practice,
or 1/2 of 1% of Gross
Offering
Proceeds.
Operational Stage
Acquisition Fee (payable to ICON 3.0% of (A) the purchase price
paid The total of all Acquisition Fees
Capital Corp.) by the Partnership to the seller
of paid to the General Partner and to
each item of Equipment acquired
and any other persons over the life of
(B) the principal amount of
each the Partnership will not exceed the
Financing Transaction entered
into lesser of (a) 15% of Gross Offering
by the
Partnership(1). Proceeds.or (b) an aggregate amount
which, together with other
Front-End Fees, does not exceed the
maximum amount of Front-End Fees
allowable under Section IV.C.2. of
the NASAA Guidelines.
If
(a)
80%
of
the
Purchase
Price
of
all
Investments
consists,
on
average,
of
other
borrowed
funds(1)
and
(b)
Commission
Loans
in
the
maximum
amount
(8%
of
Gross
Offering
Proceeds)
are
obtained,
then
Acquisition
Fees
equal
to
2.49%
of
Gross
Offering
Proceeds(2)
would
be
paid
from
such
Proceeds
and
Acquisition
Fees
equal
to
9.01%
of
Gross
Offering
Proceeds
would
be
attributable
to
borrowed
funds
(0.23%
to
Commission
Loans
and
8.78%
to
other
borrowings).
</TABLE>
(1) Total Acquisition Fees paid from all sources is limited to an
amount
equal to the lesser of (a) 15.0% of Gross Offering Proceeds or (b)
the
difference between (i) the maximum Front-end Fees allowable under the
NASAA
Guidelines and (ii) all other Front-End Fees (i.e., Sales
Commissions,
Underwriting Fees and the O & O Expense Allowance, which total 13.5% of
Gross
Offering Proceeds). Pursuant to the NASAA Guideline, the maximum Front-end
Fees
which the Partnership may pay is 20% of Gross Offering Proceeds (if no debt
is
employed by the Partnership to acquire its Investments) which percentage
is
increased by .0625% for each 1% of indebtedness (up to a maximum of 80% of
the
cost of the Partnership's Investments) so utilized. As a result, if
the
Partnership utilized indebtedness equal to 80% of the cost of the
Partnership's
Investments, the Partnership would be able to pay total Front-end Fees equal
to
25% of Gross Offering Proceeds and Acquisition Fees would be limited to 11.5%
of
Gross Offering Proceeds. (2) Acquisition Fees are calculated as follows:
3.0%
times Gross Offering Proceeds (100.0%) minus the total of the percentages
of
Gross Offering Proceeds used for (a) Front-End Fees other than Acquisition
Fees
(13.5%) and (b) Reserves (1.0%), which yields an amount equal to 85.5% of
Gross
Offering Proceeds, divided by the purchase price for Investments (expressed
as a
percentage) inclusive of the Acquisition Fee (103%). (That is, 3.0% X
(100.0% -
14.5%) / 103% = 2.49%). Front-End Fees other than Acquisition Fees payable
from
Gross Offering Proceeds include (a) Sales Commissions (8.0% of such
proceeds),
(b) Underwriting Fees (2.0% of such proceeds) and (c) the O & O
Expense
Allowance (3.5% of such proceeds). (Percentages are rounded up to next 0.01%
in
computing Acquisition Fees in this Section and in the Section entitled
"SOURCES
AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS" Section).
<TABLE>
<S><C> <C>
If
(a)
80%
of
the
purchase
price
of
all
Investments,
on
average,
consists
of
borrowed
funds
and
(b)
no
Commission
Loans
are
obtained,
then
Acquisition
Fees
equal
to
2.49%
of
Gross
Offering
Proceeds
would
be
paid
from
such
Proceeds
and
Acquisition
Fees
equal
to
9.01%
of
Gross
Offering
Proceeds
would
be
attributable
to
borrowed
funds.
Under
both
such
assumptions,
total
Acquisition
Fees
would
equal
11.5%
of
Gross
Offering
Proceeds
(or
$138,000
if
the
Minimum
Offering
of
12,000
Units
is
sold
and
$11,500,000
if
the
Maximum
Offering
of
1,000,000
Units
is
sold).
In
calculating
Acquisition
Fees,
fees
payable
by
or
on
behalf
of
the
Partnership
to
unaffiliated
finders
and
brokers
will
be
deducted
from
Acquisition
Fees
otherwise
payable
to
the
General
Partner.
No
finder's
or
broker's
fees
may
be
paid
to
any
Affiliate
of
the
General
Partner.
Acquisition
Fees
are
required
to
be
reduced
or
refunded
if
the
Partnership's
Investment
in
Equipment
is
less
than
the
greater
of
(i)
80%
of
the
Gross
Offering
Proceeds
reduced
by
.0625%
for
each
1%
of
borrowings
encumbering
Partnership
Equipment,
or
(ii)
75%
of
the
Gross
Offering
Proceeds.
For
purposes
of
determining
the
Partnership's
Investment
in
Equipment,
Reserves
in
an
amount
up
to
3%
of
Gross
Offering
Proceeds
may
be
treated
as
so
invested.
See
"SOURCES
AND
USES
OF
OFFERING
PROCEEDS
AND
RELATED
INDEBTEDNESS."
Management Fee for actively managing The lesser
of: Not determinable at this time.
the leasing, re-leasing, financing
and refinancing of Partnership (i)(a) 5% of annual gross
rental The General Partner has agreed to
Equipment and Financing Transactions payments from Operating
Leases subordinate (without interest) its
payable to the General Parnter) (except Operating Leases (if
any) receipt of monthly payments of the
for which management services
are Management Fees to the Limited
performed by non-Affiliates
under Partners' receipt of the First Cash
the supervision of the
General Distributions (up to an amount each
Partner for which 1% of
annual year equal to 8.0% of each
gross rental payments shall
be respective Limited Partner's
payable), unreturned Capital Contribution)
until the earlier of (1) receipt by
(b) 2% of annual gross
rental the Limited Partners, of all
payments from Full-Payout
Leases accrued but previously unpaid, and
with net lease provisions, 2%
of current, installments of First Cash
annual gross principal and
interest Distributions (as so limited) or
payments from
Financing (2) expiration of the Reinvestment
Transactions (see
"INVESTMENT Period. Any Management Fees so
OBJECTIVES AND POLICIES--
Financing deferred will be deferred without
Transactions"), interest during the Reinvestment
Period until the Limited Partners
(c) and 7% of gross rental
payments have received the previously unpaid
from Equipment operated by
the portion of First Cash Distributions
Partnership as provided in
NASAA described in the preceding sentence.
Guidelines Section IV.E.4(3), or
(ii) management fees which
are
competitive and/or customarily
charged
by others rendering similar
services
as an ongoing public activity in
the
same geographic location for
similar
equipment and financing
transactions.
(3) If the General Partner provides both equipment management and
additional
services, relating to the continued and active operation of program
Equipment,
such as on-going marketing and re-leasing of Equipment, hiring or arranging
for
the hiring of crews or operating personnel for Partnership Equipment and
similar
services, it may charge the Partnership a management fee not to exceed 7.0%
of
the gross rental payments from Equipment operated by the Partnership.
Distributable Cash From Operations Prior to Payout (i.e. the time
when Not determinable at this time.
(share distributable to the General cash distributions in an amount
Paequal) to the sum of the
Limited
Partners' (i) capital
contributions
and (ii) an 8.0% cumulative
annual
return thereon, compounded daily,
have
been made), distributions
of
Distributable Cash From
Operations
shall be made 99% to the
Limited
Partners and 1% to the
General
Partner. After Payout,
distributions
of Distributable Cash From
Operations
shall be tentatively attributed 90%
to
the Limited Partners and 10% to
the
General Partner; provided,
however,
that, distributions thereof
shall
continue to be made 99% to the
Limited
Partners and 1% to the General
Partner
until the earlier of (i) the time
when
the total cash distributions made
to
each Limited Partner equal 150% of
his
or her original Capital
Contribution
(reduced by any amounts paid to him
or
her (A) as a return of
uninvested
Capital Contributions and (B)
in
redemption of Units pursuant to
the
Partnership Agreement) or (ii)
upon
liquidation of the Partnership.
The increased share of
Distributable
Cash From Operations
tentatively
attributed to the General Partner
but
not actually distributed to it
because
of the proviso in the
preceding
sentence shall accrue,
without
interest, and be paid to the
General
Partner out of the first
Distributable
Cash From Operations available to
the
Partnership after the earlier of
(i)
the time when the total
cash
distributions made to each
Limited
Partner equal 150% of his or
her
original Capital Contribution
(reduced
as described in the
preceding
sentence) or (ii) upon liquidation
of
the Partnership.
Distributable Cash From Sales (share Prior to Payout (i.e. the time
when Not determinable at this time.
ditributable to the General Partner cash distributions in an amount
equal to the sum of the
Limited
Partners' (i) capital
contributions
and (ii) an 8.0% cumulative
annual
return thereon, compounded daily,
have
been made), distributions
of
Distributable Cash From Sales shall
be
made 99% to the Limited Partners
and
1% to the General Partner.
After
Payout, distributions of
Distributable
Cash From Sales shall be
tentatively
attributed 90% to the Limited
Partners
and 10% to the General
Partner;
provided, however, that,
distributions
thereof shall continue to be made
99%
to the Limited Partners and 1% to
the
General Partner until the earlier
of
(i) the time when the total
cash
distributions made to each
Limited
Partner equal 150% of his or
her
original Capital Contribution
(reduced
by any amounts paid to him or her
(A)
as a return of uninvested
Capital
Contributions and (B) in redemption
of
Units, as described in the
preceding
sentence)pursuant to the
Partnership
Agreement) or (ii) upon liquidation
of
the Partnership.
The increased share of
Distributable
Cash From Sales tentatively
attributed
to the General Partner but
not
actually distributed to it because
of
the proviso in the preceding
sentence
shall accrue, without interest, and
be
paid to the General Partner out of
the
first Distributable Cash From
Sales
available to the Partnership after
the
earlier of (i) the time when the
total
cash distributions made to
each
Limited Partner equal 150% of his
or
her original Capital
Contribution
(reduced as described in the
preceding
sentence) or (ii) upon liquidation
of
the Partnership.
Reimbursement for expenses incurred Subject to the
limitations Not determinable at this time.
by the General Partner and its contained in Section 6.4 of the
Affiliates Partnership Agreement, the
Partnership
will reimburse the General Partner
and
its Affiliates for certain
expenses
incurred by them in connection
with
the Partnership's operations.
Subordinated Remarketing Fee for With respect to sales of
the Not determinable at this time.
arranging the sale of Partnership Equipment and of the Financing
Equipment and of Partnership Transactions, a Subordinated
Financing Transactions (payable to Remarketing Fee payable to the
the General Partner General Partner in an amount equal
to the lesser of (i) 3% of
the
contract sales price for
the
Partnership's Investments (as
defined
in the Glossary), or (ii) one-half
the
normal competitive commission
charged
by unaffiliated parties for
such
services in light of the size,
type
and location of the Equipment
and
Financing Transactions.
No
Subordinated Remarketing Fee
will
accrue or be payable with respect
to
any portion of Cash From Sales
which
is reinvested in
additional
Partnership Investments. Payment
of
such Subordinated Remarketing Fee
will
be deferred until after payout
and
will be made without interest.
Interest in Partnership Profits or
Losses
Partnership Profits and Losses for The General Partner will
be Not determinable at this time.
Tax Purposes (share allocable to the allocated shares of Partnership
General Partner Profits and Losses for Tax Purposes
that generally approximate its
share of Distributable Cash From
Operations and of Distributable
Cash From Sales. See "FEDERAL
INCOME TAX
CONSEQUENCES--Allocations of
Profits and Losses."
</TABLE>
The Partnership Agreement permits the Partnership to borrow an amount
equal
to the Sales Commissions (up to 8% of the Gross Offering Proceeds from
each
Closing) which are paid by the Partnership (the "Commission Loans").
Commission
Loans permit the Partnership to increase the amounts available for investment
by
the Partnership. If Commission Loans were obtained in the total amount of
Sales
Commissions payable by the Partnership, Net Offering Proceeds and proceeds
from
such Commission Loans to be applied to Investments would increase by as much
as
$93,203 (from $996,117 to $1,089,320 if the Minimum Offering is subscribed)
and
by up to $7,766,990 (from $83,009,709 to $90,776,699 if the Maximum Offering
is
fully subscribed). In each such instance, Net Offering Proceeds to be applied
to
Investments would increase from 83.01% as a percentage of Gross
Offering
Proceeds to 84.05% as a percentage of the total of such (a) Gross
Offering
Proceeds and (b) Commission Loan Proceeds. The Partnership's total payments
of
principal of, and interest on, any such Commission Loans would exceed
the
corresponding amounts of Commissions paid with the proceeds of such loans by
the
interest paid thereon. Consequently, the General Partner expects to
utilize
Commission Loans only when, it has determined that an opportunity exists to
use
such borrowings to obtain Investments which have contractual payments
which
exceed the total payments of principal of, and interest on, the
corresponding
Commission Loans. See "INVESTMENT OBJECTIVES AND POLICIES--Acquisition
Policies
and Procedures."
The Partnership Agreement permits the Partnership to borrow an amount
equal
to the Sales Commissions (up to 8% of the Gross Offering Proceeds from
each
Closing) which are paid by the Partnership (the "Commission Loans").
Commission
Loans permit the Partnership to increase the amounts available for investment
by
the Partnership. If Commission Loans were obtained in the total amount of
Sales
Commissions payable by the Partnership, Net Offering Proceeds and proceeds
from
such Commission Loans to be applied to Investments would increase by as much
as
$93,203 (from $996,117 to $1,089,320 if the Minimum Offering is subscribed)
and
by up to $7,766,990 (from $83,009,709 to $90,776,699 if the Maximum Offering
is
fully subscribed). In each such instance, Net Offering Proceeds to be applied
to
Investments would increase from 83.01% as a percentage of Gross
Offering
Proceeds to 84.05% as a percentage of the total of such (a) Gross
Offering
Proceeds and (b) Commission Loan Proceeds. The Partnership's total payments
of
principal of, and interest on, any such Commission Loans would exceed
the
corresponding amounts of Commissions paid with the proceeds of such loans by
the
interest paid thereon. Consequently, the General Partner expects to
utilize
Commission Loans only when, it has determined that an opportunity exists to
use
such borrowings to obtain Investments which have contractual payments
which
exceed the total payments of principal of, and interest on, the
corresponding
Commission Loans. See "INVESTMENT OBJECTIVES AND POLICIES--Acquisition
Policies
and Procedures."
As described in the above table, the Partnership will also pay the
General
Partner or the Dealer Manager or both on a non-accountable basis a total
amount
equal to $3.50 per Unit sold for the O & O Expense Allowance (exclusive of
Sales
Commissions), whether or not incurred. Such Organizational and Offering
Expenses
include, but are not limited to, legal, accounting and printing costs,
and
filing and qualification fees and disbursements, bona fide due diligence
fees
and expenses actually incurred by the Dealer-Manager and prospective
Selling
Dealers up to an aggregate amount equal to the lesser of one-half of 1% of
Gross
Offering Proceeds or the amount permitted to be paid pursuant to Appendix F
to
Article III of the NASD Rules of Fair Practice and expenses for salaries
and
direct expenses of officers and directors of the General Partner while
directly
engaged in organizing the Partnership and registering the Units. The
General
Partner has agreed to pay any amount by which such O & O Expense
Allowance
exceeds $3.50 per Unit (3.5% of Gross Offering Proceeds).
As described in the above table, the General Partner will be entitled
to
receive Acquisition Fees from the Partnership for evaluating,
selecting,
negotiating and closing the acquisition of Partnership Equipment and
entering
into Financing Transactions. In addition, sellers of Equipment to
the
Partnership may pay fees to brokers or finders representing such sellers, but
in
no event may such brokers or finders include the General Partner or any of
its
Affiliates. Although Acquisition Fees will be reduced by the amount of any
fees
paid in connection with the acquisition of items of Equipment and
Financing
Transactions payable by or on behalf of the Partnership to finders and
brokers
who are not Affiliates of the General Partner, the Purchase Price of
any
Equipment and Financing Transactions payable by the Partnership
may,
nevertheless, reflect any such fees paid by the seller, so that in effect
any
such fees may be indirectly paid by the Partnership without any
corresponding
reduction in Acquisition Fees.
Acquisition Fees payable by the Partnership to the General Partner
will
equal the sum of 3.0% of (a) the aggregate purchase price paid for all items
of
Equipment acquired by the Partnership and (b) the aggregate principal amount
of
Financing Transactions entered into by the Partnership with unaffiliated
Users,
subject to certain conditions and limitations specified in the
Partnership
Agreement. The Acquisition Fees presented under the caption "SOURCES AND USES
OF
OFFERING PROCEEDS AND RELATED INDEBTEDNESS" are calculated assuming that,
on
average, total indebtedness will equal 80% of the Purchase Price of all of
the
Partnership's Investments. Based on such assumption, the total Acquisition
Fees
payable upon the Partnership's initial investment in its Equipment and
Financing
Transactions are estimated at 11.5% of the Partnership's Gross
Offering
Proceeds, of which total percentage approximately 2.49% would be attributable
to
Net Offering Proceeds invested in the Partnership's Investments, and 9.01%
would
be attributable to borrowings (or Partnership borrowings) so invested.
However,
if Commission Loans were obtained in an amount equal to total Sales
Commissions
payable by the Partnership (up to 8% of Gross Offering Proceeds) and
the
foregoing assumption remains the same, 2.49% of the Acquisition Fees payable
to
the General Partner would be attributable to Net Offering Proceeds invested
in
the Partnership's Investments, 0.82% would be attributable to Commission
Loans
and 8.19% would be attributable to other Partnership borrowings so invested.
The
Acquisition Fee for any item of Equipment or Financing Transaction will
be
reduced by the amount of fees which are payable by the Partnership to finders
or
brokers who are not Affiliates of the General Partner, and no such fees may
be
paid to any finder or broker who is an Affiliate of the General Partner.
The Partnership Agreement provides that the Partnership's Investments
(which
term includes the Partnership's equity investment in Equipment and
Financing
Transactions and, for this purpose, Reserves for working capital and
contingent
liabilities, but excludes all Front-End Fees paid to or by any Person,
including
Acquisition Fees and O & O Expense Allowance), will be not less than the
greater
of (i) 80% of the Gross Offering Proceeds from sale of Units, reduced by
.0625%
for each 1% of borrowings encumbering Partnership Investments, or (ii) 75%
of
the Gross Offering Proceeds from sale of Units. To the extent that
such
limitation is not otherwise satisfied, the Acquisition Fees payable or paid
to
the General Partner by the Partnership will be reduced or refunded by
the
General Partner to the Partnership to the extent necessary to comply with
such
limitation. Any such refund shall bear interest calculated at a rate of 1%
per
month if such refund is not made within 30 days after the end of any
calendar
quarter in which the Partnership's Investment in Equipment fails to satisfy
such
minimum investment. In the event that the Partnership's Investments
would
otherwise not be in compliance with the NASAA Guidelines, Acquisition Fees
shall
be reduced, or refunded by the General Partner to the Partnership in an
amount
necessary to obtain compliance with the NASAA Guidelines.
In addition to such payment for the O & O Expense Allowance, the
Partnership
will reimburse the General Partner and its Affiliates for (1) the actual
costs
to them of goods and materials used for or by the Partnership and obtained
from
unaffiliated parties; (2) expenses related to the purchase, operation,
financing
and disposition of Partnership Equipment and Financing Transactions
incurred
prior to the time that the Partnership has funds available to pay such
expenses
directly; and (3) administrative services necessary to the prudent operation
of
the Partnership, not in excess of the lesser of the General Partner's
(or
Affiliate's) costs or 90% of the costs which the Partnership would be
required
to pay to independent parties for comparable services. The Partnership's
Annual
Reports to its Limited Partners will provide a breakdown of services
performed
by, and amounts reimbursed to, the General Partner and its Affiliates.
Assuming the sale of 1,000,000 Units in 1995, the General Partner
estimates
that it would incur the following expenses which would be potentially
eligible
to be reimbursed by the Partnership in 1996 pursuant to 6.4(i) of
the
Partnership Agreement (subject to the limitations on such
reimbursements
described below):
Salaries and benefits:
Accounting staff $150,000
Professional staff 270,000
Secretarial staff 90,000
Investor relations staff 150,000
Computer and equipment 90,000
Maintenance 30,000
Total $780,000
Section 6.4(i) of the Partnership Agreement provides limitations on
types
and annual amounts of eligible expenses of the Partnership which may actually
be
paid by the Partnership. In general, neither the Sponsor nor any
Affiliated
Entity may be reimbursed by the Partnership for amounts expended with respect
to
the following:
(1) salaries, fringe benefits, travel expenses or other administrative
items
incurred by or allocated to any Controlling Person of the Sponsor or
any
such Affiliated Entity; and
(2) expenses for rent, depreciation and utilities or for capital
equipment
or other administrative items (other than as specified provided in
such
Section 6.4(i)).
In addition to the foregoing limitations, the reimbursement
for
administrative expenses authorized by such Section 6.4(i) which is made in
any
year during the Reinvestment Period may not exceed the sum of (a) 2% of
the
Partnership's Gross Revenues (excluding any Cash From Sales) for such year
plus
(b) the excess (if any) of such expense reimbursement limitation for all
prior
years over the amounts of such expenses actually reimbursed by the
Partnership
for such prior years. To the extent that the total of such expenses which
are
actually incurred in any year exceed the amount which is actually reimbursed
for
such year, the unreimbursed expenses will be accrued and may be paid to
the
General Partner, without interest thereon, in any succeeding year for which
the
administrative expenses are less than such year's expense
reimbursement
limitation.
While the Partnership is not permitted to pay any remuneration to
any
officer or director of the General Partner or any Affiliated Entity for
services
on the Partnership's behalf, the Sponsor or the Dealer-Manager may apply
any
portion or none of the O & O Expense Allowance paid to it to defray such
costs.
No specific arrangements have been made for the General Partner or any
of
its Affiliates of the General Partner to provide financing for
Partnership
Equipment and Financing Transactions. All such financing is subject to
certain
restrictions set forth in Section 6.4 of the Partnership Agreement.
<PAGE>
CONFLICTS OF INTEREST
The Partnership will be subject to various conflicts of interest with
the
General Partner, its Affiliates and investment entities advised, managed
or
controlled by them. Certain provisions of the Partnership Agreement are
intended
to protect the Limited Partners' interests (specifically Sections 6.2 and
6.4,
which limit the General Partner's exercise of powers and its and its
Affiliates'
compensation therefor). In addition, see "FIDUCIARY RESPONSIBILITY"
for a
discussion of the General Partner's fiduciary obligations to the
Limited
Partners, which, in general, require the General Partner to consider the
best
interests of the Limited Partners in managing the Partnership's assets
and
affairs.
The General Partner intends to use its best business judgment and
discretion
and to consider good business practice and the bona fide preferences
and
expectations of other parties to transactions in resolving any conflicts
which
arise. Conflicts have been resolved to the extent discussed below and, except
as
noted in this Section, the Sponsor has no effective means of limiting
such
conflicts. These conflicts include, but are not limited to, the following:
Lack of Separate Legal Representation and Lack of Arm's Length Negotiation of
the Program Agreements
The Partnership, the Dealer-Manager and the General Partner are
represented
by the same Counsel. The Limited Partners, as a group, have not been
represented
by legal counsel and the Partnership's Counsel has not acted on behalf
of
prospective investors nor conducted a review or investigation on their
behalf.
None of the agreements and arrangements between the Partnership on the one
hand
and the General Partner or Dealer-Manager on the other hand have been
negotiated
on an arm's length basis. The attorneys, accountants and other experts
who
perform services for the Partnership will also perform services for the
General
Partner, the Dealer-Manager, certain of its Affiliates and for
other
partnerships or ventures which the General Partner or its Affiliates
may
sponsor. However, should a dispute arise between the Partnership, on the
one
hand, and the General Partner or Dealer-Manager, on the other hand, the
General
Partner will cause the Partnership to retain separate legal counsel to
represent
the Partnership in connection with such dispute.
Compensation of the General Partner and Affiliates
The compensation payable by the Partnership to the General Partner
and
Dealer-Manager have been determined unilaterally by the General Partner
and,
therefore, are not the result of arm's-length negotiations. However, the
amount
of such compensation is believed to be representative of practices in
the
industry and complies with the NASAA Guidelines as in effect on the date of
this
Prospectus. The General Partner and Dealer-Manager will receive
substantial
compensation upon each Closing and upon, or from, the Partnership's
acquisition,
use and sale of its Equipment and Financing Transactions. Decisions
involving
these transactions will be made by the General Partner in its discretion.
See
"SUMMARY OF COMPENSATION."
A conflict of interest may also arise from decisions by the General
Partner
concerning the timing of the Partnership's purchases and sales of Equipment
or
the termination of the Partnership, each of which events will have an effect
on
the timing and amounts of its compensation. In such circumstances, the
interest
of the General Partner in continuing the Partnership and receiving
Management
Fees, for example, may conflict with the interests of the Limited Partners
in
realizing an earlier return of their capital and any investment return
thereon.
Effect of Leverage on Compensation Arrangements
The General Partner intends to acquire the Partnership's Investments
with
borrowings approximating 50% of the aggregate purchase price of
the
Partnership's total Investments, but is permitted to finance up to 80% of
the
aggregate purchase price of all the Partnership Investments. Since
Acquisition
Fees are based upon the purchase price of all Equipment acquired by
the
Partnership, including related borrowings, the General Partner would
realize a
greater amount of Acquisition Fees (subject to a ceiling on such fees)
if a
greater percent of debt were employed. See "SUMMARY OF COMPENSATION."
Competition With the General Partner and its Affiliates
The General Partner and its Affiliates are engaged directly and
indirectly
in the business of acquiring and leasing equipment for their own
respective
accounts as well as for other Programs. The General Partner or any of
its
Affiliates may in the future form or sponsor, or act as a general partner of,
or
as an advisor to, other investment entities (including other public
equipment
ownership and leasing partnerships) which have investment objectives similar
to
the Partnership's and which may be in a position to acquire the same
Investments
at the same time as the Partnership. See "CERTAIN RELATIONSHIPS WITH
THE
PARTNERSHIP" and "MANAGEMENT" for a chart of, and a description of
the
relationships of, the Partnership to the General Partner and
relevant
Affiliates.
The Partnership Agreement does not prohibit the General Partner or
its
Affiliates from competing with the Partnership for Equipment
acquisitions,
financing, refinancing, leasing and re-leasing opportunities on its or their
own
behalf or on behalf of the prior Programs. Neither the General Partner nor
any
of its Affiliates will be obligated by the Partnership Agreement to
present
particular Investments opportunities that come to its attention to
the
Partnership, even if such opportunities are of a character which might
be
suitable for the Partnership except as follows:
Acquisition Opportunities
If the General Partner is presented with potential opportunities to
acquire
a Lease and related Equipment or a Financing Transaction and the terms
of
such transaction meet the investment objectives and policies of (i)
the
Partnership as well as (ii) one or more Affiliated Entities:
(A) The General Partner has agreed to first refer all such
Investment
opportunities to the Partnership until such time as all
Capital
Contributions have been (1) invested or committed to investment
in
Investments and Reserves (not exceeding 3% of Gross Offering Proceeds)
and
used to pay permitted Front-End Fees or (2) returned to the
Limited
Partners as provided in the Partnership Agreement. This priority
referral
obligation will not extend to (1) groups of equipment to be leased
on
various cost recovery terms, where the Partnership could not purchase
all
items in the group; (2) equipment to be leased to a third party
on
favorable terms, from a cost recovery viewpoint, subsequent to the lease
by
the General Partner or its Affiliates to the same third party of
other
items of equipment on substantially less favorable terms; (3) equipment
for
which a prospective or existing lessee indicates to the General Partner
or
its Affiliates that it will not lease or continue to lease unless
the
General Partner or such Affiliate acquires and retains such equipment
in
its own equipment portfolio; or (4) equipment subject to a lease which
by
its terms is not assignable to an entity such as the Partnership
(leases
that permit assignment to a "financial institution" are not
deemed
assignable to the Partnership); and
(B) Thereafter, the General Partner will analyze the equipment
already
purchased by, and the investment objectives of the Partnership and,
each
Affiliated Entity involved and will make the decision as to which
entity
should be presented with the investment opportunity based upon
such
factors, among others, as (1) the investment objectives and policies
of
each entity, including, without limitation, cash distribution
objectives
and leverage policies, (2) the amount of cash available in each
investment
entity for such acquisition and the length of time such funds have
been
available, (3) the current and long-term liabilities of each
investment
entity, (4) the effect of such acquisition on the diversification of
each
investment entity's equipment portfolio by type of equipment, length
of
lease term, industry and geographic area and (5) the estimated income
tax
consequences from such acquisition to the investors in each
investment
entity.
If the financing available from time to time to the Partnership and to
other
Affiliated Entities is less than the aggregate amount of financing
then
sought by them, the available financing shall generally be allocated to
the
investment entity which has been seeking financing for the longest amount
of
time.
Re-Leasing or Sale of Equipment
Conflicts may also arise between two or more Affiliated Entities
(including
the Partnership) advised or managed by the General Partner or any of
its
Affiliates, or between one or more of such Affiliated Entities and
any
Affiliate of the General Partner acting for its own account, which may
be
seeking to re-lease or sell similar equipment at the same time. In any
such
case involving Affiliated Entities, the first opportunity to re-lease
or
sell equipment shall generally be allocated to the Affiliated
Entity
attempting to re-lease or sell equipment which has been subject to the
lease
which expired first, or, if the leases expire simultaneously, the
lease
which was first to take effect. However, the General Partner in
its
discretion may make exceptions to this general policy where equipment
is
subject to remarketing commitments which provide otherwise or in cases
in
which, in the General Partner's judgment, other circumstances make
the
application of such policy inequitable or not economically feasible
for a
particular Investment Entity.
Determination of Reserves and Liability of the General Partner for
Partnership Obligations
As a general rule, the General Partner is liable for the
Partnership's
liabilities which exceed its assets (including Reserves for working capital
and
contingent liabilities). The General Partner has sole discretion to
determine
the amount of Reserves and the allocation of Partnership cash flow to
maintain
or increase the amount the Reserve account. Because a deficiency in the
amount
of reserves relative to the Partnership's contingent liabilities may expose
the
General Partner to potential liability to creditors of the Partnership,
the
General Partner may have a conflict of interest in determining when to
allocate
cash flow for distribution to the Limited Partners or to the
Partnership's
Reserve Account.
Competition by the Partnership with Other Entities for Management Services;
Conflicts in Fiduciary Duties
The Partnership will rely on the General Partner for the operation of
its
business and the management of its portfolio of Equipment and
Financing
Transactions. The officers and employees of the General Partner will devote
only
so much of their time to the business of the Partnership as, in their
judgment,
is reasonably required. There may also be conflicts of interest in
the
allocation of time, services and functions between the Partnership and
other
entities with which the General Partner or its Affiliates may organize or
be
affiliated. The General Partner and each of its Affiliates may engage, for
their
own accounts or for the accounts of others, in other business ventures,
and
neither the Partnership nor any Limited Partner shall be entitled to
any
interest therein.
When the Sponsor owes a fiduciary duty to the Partnership and to
another
Program sponsored by it, the Sponsor may have a conflict in the allocation
of
fiduciary duties to each of such entities.
The Sponsor will attempt to resolve all of such conflicts by
allocating
services or fiduciary duties to all Programs needing services or
fiduciary
duties solely in proportion to their respective needs. The Sponsor will
not
ignore the fiduciary obligation which it owes to any of such Programs. See
"RISK
FACTORS--Partnership and Investment Risks--General Partner Not Employed
by
Partnership Exclusively."
Joint Ventures
To permit added diversification, the Partnership may invest in
joint
ventures with other limited partnerships sponsored by the General Partner,
any
Affiliate or any non-Affiliate. The maximum amount of Gross Offering
Proceeds
which the Partnership may so invest is equal to the smallest of the
following
amounts: (a) 25% of the Maximum Offering amount, (b) 25% of the sum of (i)
the
cumulative Gross Offering Proceeds raised as of the closing date for
such
investment and (ii) the Gross Offering Proceeds which the General
Partner
reasonably estimates the Partnership to raise through the balance of
the
Offering Period (prior to the Termination Date) or (c) 25% of the
cumulative
Gross Offering Proceeds raised as of the Termination Date. If the
Partnership
enters into a joint venture, the General Partner would have a fiduciary duty
to
the Partnership and to any other partnerships sponsored by it which
participate
in the joint venture. In order to minimize the likelihood of a conflict
between
these fiduciary duties, the Partnership Agreement restricts investments in
such
joint ventures in various respects and specifically requires that such
joint
investment must comply with the investment criteria and investment objectives
of
the Partnership. There is no specific benefit to the General Partner of
joint
venturers. See "RISK FACTORS--Partnership and Investment Risks--Risks of
Joint
Ventures."
Lease Referrals
From time to time, the General Partner may be presented with the
opportunity
to earn fees or other compensation for referring a prospective lessee
to a
lessor other than the Partnership or other programs sponsored by the
General
Partner or to its Affiliates. Such activities could involve conflicts
of
interest in that the General Partner would receive compensation as a result
of
such referral even though the Partnership would not receive any
benefits.
Section 6.5 of the Partnership Agreement provides that, if the Partnership
has
funds available for investment, the General Partner will not refer
prospective
lessees to third parties for compensation unless the lease terms and
equipment
are deemed by the General Partner to be inconsistent with the
investment
objectives and diversification of the Partnership.
Participation of a Securities Sales Affiliate in this Offering
Units will be sold on a best-efforts basis through ICON Securities
Corp.
which will act as Dealer-Manager and will receive Underwriting Fees,
with
respect to sales of all Units and will receive Sales Commissions for Units
(if
any) sold by its securities representatives (except for sales of Units
to
Affiliated Limited Partners). Because of affiliation with the General
Partner,
its review and investigation of the Partnership and of the information
provided
in this Prospectus will not have the benefit of a review and investigation by
an
independent securities firm in the capacity of a dealer-manager.
General Partner to Act as Tax Matters Partner
The General Partner has been designated as the Tax Matters Partner under
the
Partnership Agreement for purposes of dealing with the Internal Revenue
Service
("Service") on any audit or other administrative proceeding before the
Service
and/or any legal proceeding. As Tax Matters Partner, the General Partner
is
empowered, among other acts, to enter into negotiations with the Service,
to
settle tax disputes and to thereby bind the Partnership and the Limited
Partners
by such settlement. While the General Partner will seek to take
into
consideration the interest of the Limited Partners generally in agreeing to
any
settlement of any disputed items of Partnership income and expense, there is
no
assurance that such settlement will be in the best interest of any
specific
Limited Partner given his or her specific tax situation.
FIDUCIARY RESPONSIBILITY
General
The General Partner is accountable to the Partnership as a
fiduciary
pursuant to the terms of the Partnership Agreement. In accordance therewith,
the
General Partner must at all times act with integrity and good faith and
exercise
due diligence in the conduct of the business of the Partnership and in
resolving
conflicts of interest, subject to certain limitations set forth in
the
Partnership Agreement.
Conflicts
General. Under Delaware law, general partners are held to a duty of
the
highest good faith in conducting partnership affairs. This has been
interpreted
to mean that a general partner cannot engage in a business which would create
an
interest for the general partner that is adverse to that of the
partnership.
Because the General Partner and certain partnerships which it has sponsored,
or
in the future may sponsor, will acquire and lease equipment and enter
into
financing arrangements, the General Partner may be deemed to have a
position
adverse to the Partnership.
Modification. The Partnership Agreement includes certain provisions
which
are intended to facilitate resolution of conflicts of interest which may
arise
between the Partnership and other Programs sponsored by the General Partner
or
any Affiliates of the General Partner with respect to particular
investment
opportunities that become available. See "CONFLICTS OF
INTEREST--Competition
with the General Partner and its Affiliates." In particular, the
Partnership
Agreement provides that, if, after considering appropriate factors, the
General
Partner determines that any investment opportunity would be equally suitable
for
the Partnership and various other Affiliated Entities, the General Partner
shall
make such investment opportunity available on a rotation basis; provided
that
until all Capital Contributions have been invested or committed to investment
in
Investments and Reserves (not exceeding 3% of Gross Offering Proceeds), used
to
pay permitted Front-End Fees or returned to the Limited Partners as provided
in
the Partnership Agreement, all such investment opportunities (other than
certain
Leases) shall be presented to the Partnership first. Furthermore, if two or
more
entities sponsored by the General Partner or any of its Affiliates are
in a
position to lease the same equipment or provide the same financing, the
General
Partner will generally afford priority to the entity that has equipment
which
has been available for lease or sale or that has had funds available to
invest
for the longest period of time. It is not clear under Delaware law whether
such
provisions would be enforceable.
Detriment and Benefit. Without modifying the general common law
fiduciary
duties, the General Partner could not serve as the general partner for
the
Partnership and any other investor program which might acquire, finance
and
lease equipment at the same time. The modification made by the
Partnership
Agreement may operate as a detriment to the Limited Partners because there
may
be business opportunities that will not be made available to the Partnership.
The foregoing modifications permit the General Partner to act as the
General
Partner of more than one similar investment program and for the Partnership
to
benefit from its experience resulting therefrom, but relieves the
General
Partner and/or its Affiliates of the strict fiduciary duty of a general
partner
acting as such for only one investment program at a time, and permits
the
Partnership to use joint ventures to acquire larger and more diverse assets.
The
Partnership Agreement provisions are intended to reconcile the
applicable
requirements of the Delaware Act with the fact that the General Partner
is
currently managing, and will continue to manage during the term of
the
Partnership, a number of other equipment leasing programs with which
possible
conflicts of interest may arise and be resolved in a manner consistent with
the
expectation of the investors of all such programs, the General
Partner's
fiduciary duties and the Partnership's and such other entities'
investment
objectives, including especially that of investment diversification.
Indemnification of the General Partner, Dealer-Manager and Selling Dealers
The Partnership Agreement provides that the General Partner shall
have
limited liability to the Partnership and the Limited Partners, and provides
for
the indemnification of the General Partner and its Affiliates by
the
Partnership, from assets of the Partnership (and not by the Limited
Partners),
for any liability, loss, cost and expense of litigation that arises out
of
certain acts or omissions by the General Partner and its Affiliates,
provided
that the General Partner or the Affiliate determined in good faith that
such
action or inaction was in the best interests of the Partnership and such
course
of conduct did not constitute negligence or misconduct by the General Partner
or
such Affiliate. Notwithstanding the foregoing, the General Partner and
each
Affiliate shall be liable, responsible and accountable, and the
Partnership
shall not be liable to any such party, for any portion of any such
liability,
loss, cost or expense which resulted from such party's own fraud,
negligence,
misconduct or, if applicable, breach of fiduciary duty to the Partnership or
any
Partner, as determined by a court of competent jurisdiction. As a
result,
purchasers of Units may have a more limited right of action in
certain
circumstances than they would in the absence of such provisions in
the
Partnership Agreement which provisions could be asserted by the General
Partner
as a defense to suit by a Limited Partner for alleged breach by the
General
Partner of its fiduciary duty in conducting the affairs of the Partnership.
In addition, the General Partner has agreed to indemnify the
Dealer-Manager
and the Selling Dealers against all losses, claims, damages, liabilities
and
expenses incurred by any of them (except those arising as a result of their
own
fraud, negligence or misconduct) in connection with the offer or sale of
Units.
A successful claim for any indemnification would deplete the
Partnership's
assets by the amount paid and could reduce the amount of
distributions
subsequently made to the Limited Partners.
The Partnership is not permitted, however, to furnish indemnification to
the
General Partner, any Affiliate of the General Partner, any Affiliate or
any
Person acting as a Selling Dealer (as the case may be) for any
losses,
liabilities or litigation, settlement or any other costs or expenses
arising
from or out of an alleged violation of federal or state securities laws
unless
(i)(A) there has been a successful adjudication on the merits in favor of
such
indemnitee or Selling Dealer on each count involving alleged securities
laws
violations by such indemnitee or Selling Dealer, (B) such claims have
been
dismissed with prejudice on the merits by a court of competent jurisdiction
or
(C) a court of competent jurisdiction shall have approved a settlement of
the
claims against the indemnitee and indemnification in respect of the
costs
thereof, and (ii) the court shall have been advised by the General Partner as
to
the current position of the Securities and Exchange Commission, the
Securities
Divisions of the Commonwealths of Massachusetts and Pennsylvania, the States
of
Missouri and Tennessee and any other relevant regulatory body with respect
to
the issue of indemnification for securities law violations.
Investor Remedies
Under the Delaware Act, a Limited Partner may institute legal action (i)
on
behalf of himself and all other similarly situated Limited Partners (a
class
action) to recover damages for a breach by the General Partner of its
fiduciary
duty or (ii) on behalf of the Partnership (a derivative action) to
recover
damages from the General Partner or from third parties where the General
Partner
has failed or refused to enforce an obligation. In addition, (i) investors
may
have the right, subject to procedural and jurisdictional requirements, to
bring
partnership class actions in federal courts to enforce their rights
under
federal and state securities laws; and (ii) investors who have suffered
losses
in connection with the purchase or sale of their Units may be able to
recover
such losses from the entity (e.g., a Selling Dealer or the
Dealer-Manager
(including all Persons associated therewith)) which is determined to
have
violated the anti-fraud provisions of federal or state securities laws.
In addition, where an employee benefit plan has acquired Units, case
law
applying the fiduciary duty concepts of ERISA to an insurance company
in
connection with an insurance contract could be viewed to apply with equal
force
to the General Partner. The General Partner will provide quarterly and
annual
reports of operations and must, on demand, give any Limited Partner or
his/her
legal representative a copy of the Form 10-K and true and full
information
concerning the Partnership's affairs. Further, the Partnership's books
and
records may be inspected or copied by its Limited Partners or their
legal
representatives at any time during normal business hours. See "SUMMARY OF
THE
PARTNERSHIP AGREEMENT -- Access to Books and Records."
This is a rapidly developing and changing area of the law and this
summary,
which describes in general terms the remedies available to Limited Partners
for
breaches of fiduciary duty by the General Partner, is based on statutes
and
judicial and administrative decisions as of the date of this Prospectus.
Limited
Partners who have questions concerning the duties of the General Partner or
who
believe that a breach of fiduciary duty by the General Partner has
occurred
should consult their own counsel.
To the extent that the indemnification provisions purport to
include
indemnification for liabilities arising under the Securities Act, in the
opinion
of the Commission, such indemnification is contrary to public policy
and
therefore unenforceable. If a claim for indemnification against such
liabilities
(other than for expenses incurred in a successful defense) is asserted
against
the Partnership by the General Partner under the Partnership Agreement
or
otherwise, the Partnership will submit to a court of competent jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Securities Act and will be governed by the final
adjudication
of such issue.
OTHER OFFERINGS BY THE GENERAL PARTNER AND ITS AFFILIATES
Prior Public Programs
The General Partner was formed in 1985 to finance and lease equipment,
and
sponsor and act as the general partner for publicly offered,
income-oriented
equipment leasing limited partnerships. In addition to the Partnership,
the
General Partner is the general partner of ICON Cash Flow Partners, L.P.,
Series
A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series B"), ICON
Cash
Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow Partners,
L.P.,
Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E ("Series E")
and
ICON Cash Flow Partners L.P. Six ("L.P. Six") which, together with Series
A,
Series B, Series C, Series D and Series E is referred to collectively as
the
"Prior Public Programs"). The Prior Public Programs were (or are in the case
of
L.P. Six) also publicly-offered and income-oriented equipment leasing
limited
partnerships with objectives similar to the Partnership. The General Partner
and
its Affiliates have also engaged in the past and may in the future engage,
to a
limited extent, in the business of brokering equipment leasing or
financing
transactions which do not meet the investment criteria established by
the
General Partner and the Prior Public Programs (such as
creditworthiness,
equipment types, excess transaction size or concentration by lessee, location
or
industry).
In addition, until 1985 Affiliates of the General Partner were engaged
in
the business of originating privately-offered real estate investment
and
equipment leasing programs which they continue to manage primarily for
the
benefit of non-Affiliated parties.
As of February 1, 1989 (the final date for admission of its
limited
partners), Series A had held twelve closings beginning May 6, 1988 and
ending
January 8, 1989, and had received a total of $2,504,500 in limited
partner
capital contributions from 222 investors. As of November 16, 1990 (the
final
date for admission of its limited partners), Series B had held
twenty-seven
closings beginning September 22, 1989 and ending on November 16, 1990
following
which a total of 1,742 investors, holding limited partnership interests equal
to
the entire $20,000,000 offering of such partnership, were admitted as
limited
partners in the Series B partnership. As of June 20, 1991 (the final date
for
admission of its limited partners), Series C had held thirteen
closings
beginning January 3, 1991 and ending on June 20, 1991 following which a total
of
1,732 investors, holding limited partnership interests equal to the
entire
$20,000,000 offering of such partnership, were admitted as limited partners
in
the Series C partnership. As of June 5, 1992 (the final date for admission
of
its limited partners), Series D had held nineteen closings beginning
September
13, 1991 and ending on June 5, 1992, following which a total of 3,054
investors,
holding limited partnership interests equal to the entire $40,000,000
offering
of such partnership, were admitted as limited partners in the
Series D
partnership. As of August 6, 1993, Series E had held 27 closings beginning
July
6, 1992 and including August 6, 1993, following which a total of 3,738
investors
which had subscribed for units in such partnership through July 31, 1993
(the
termination date of Series E's offering period) and which held
limited
partnership interests equal to $61,041,150 out of the original
$80,000,000
offering which was registered had been admitted as Limited Partners to
the
Series E partnership. As of September 1, 1995, L.P. Six had held 35
closings
beginning March 31, 1994 and including August 31, 1995, following which a
total
of 1,819 Limited Partners (exclusive of the Initial Limited Partner) with
total
subscriptions for 307,778.5844 Units ($30,777,858.44) out of the
original
$120,000,000 offering which was registered had been admitted to the
Partnership.
See Exhibit B--TABLE I. "EXPERIENCE IN RAISING AND INVESTING FUNDS."
The Prior Public Programs are all actively engaged in the ownership
and
operation of Leases and Financing Transactions. As of June 30, 1995, the
Prior
Public Programs had originated or acquired investments (stated in terms of
their
respective original acquisition costs) as follows: Series A had acquired a
total
of $6,033,973 of leased equipment (by original cost), $1,527,488 of
financing
transactions (by original cost) and total investments of $7,561,461 (by
original
cost). Series B had acquired a total of $61,423,474 leased equipment,
$3,291,882
of financing transactions and total investments of $64,715,356; Series C
had
acquired a total of $65,547,480 of leased equipment, $2,103,417 of
financing
transactions and total investments of $67,650,897; Series D had acquired a
total
of $88,049,907 of leased equipment, $6,127,538 of financing transactions
and
total investments of $94,177,445; Series E had acquired a total of
$167,529,893
of leased equipment, $8,316,597 of financing transactions and total
investments
of $175,846,490; and L.P. Six had acquired a total of $69,075,927 of
leased
equipment, $1,584,433 of financing transactions and total investments
of
$70,660,360.
As of June 30, 1995, Series A had equipment under management (by
original
cost of investment acquired less the total original cost of assets
sold)
consisting of $622,810 of leases and $933,073 of financing transactions
which
represents 10.3% and 61.1% of the original cost of investments
acquired,
respectively. Series B had equipment under management (by original cost
of
investment acquired less the total original cost of assets sold) consisting
of
$11,887,497 of leases and $1,199,559 of financing transactions which
represents
19.3% and 36.4% of the original cost of investments acquired,
respectively,
Series C had equipment under management (determined as above) consisting
of
$33,548,272 of leases and $1,588,054 of financing transactions which
represents
51.2% and 75.5% of the original cost of investments acquired,
respectively,
Series D had equipment under management (determined as above) consisting
of
$48,902,126 of leases and $3,850,571 of financing transactions which
represents
55.5% and 62.8% of the original cost of investments acquired,
respectively,
Series E had equipment under management (determined as above) consisting
of
$140,635,809 of leases and $6,888,306 of financing transactions which
represents
83.9% and 82.8% of the original cost of investments acquired, respectively
and
L.P. Six had equipment under management (determined as above) consisting
of
$67,962,549 of leases and $1,584,433 of financing transactions which
represents
98.4% and 100% of the original cost of investments acquired, respectively.
The percentages and amounts of cash distributions which
represented
investment income (after deductions for depreciation and amortization of
initial
direct costs of its investments) and a return of capital (corresponding
to a
portion of the depreciation deductions for the related equipment) for
Series A
through L.P. Six for each year from their respective dates of formation
through
June 30, 1995 are included in TABLE III of Exhibit B hereto ("Operating
Results
of Prior Public Programs"). Certain additional investment information
concerning
such Programs as of June 30, 1995 is also included in Tables I, II and V
of
Exhibit B and in Table VI to the Registration Statement, as amended, of
which
this Prospectus is a part.
Three of the Prior Public Programs, Series A, Series B and
Series C
experienced unexpected losses in 1991-1992 as shown on TABLE III.
Series A
experienced losses of $133,569 in 1992 primarily related to the bankruptcy
of
Richmond Gordman Stores, Inc. Series B established a provision for bad debts
in
1991 of $1,260,999 primarily relating to defaults by guarantors under
asset
purchase contracts and, in addition, wrote down its investment in
equipment
leases related to Financial News Network, Inc. and Data Broadcasting
Services,
Inc. by $148,983 as a result of reported lessee fraud by those companies
and
their eventual bankruptcy. In 1992, Series B wrote down its residual
positions
by $506,690, $138,218 of which was related to the bankruptcy of Richmond
Gordman
Stores, Inc. and $368,472 of which was related to rapid obsolescence
of
equipment due to unexpected withdrawal of software support by the
manufacturer.
Series C wrote-down its residual position in 1992 by $1,412,365 relating to
the
bankruptcy of PharMor, Inc. which involved the reported misappropriation
of
funds by the management of such company and the overstatement of inventory
on
its audited financial statements. The Sponsor has taken certain steps which
it
believes will permit Series A, Series B and Series C to recover such
losses,
including the following: (1) foregone Administrative Expense reimbursements
for
the period July 1, 1991 through September 30, 1993, to which it was
otherwise
entitled in the amount of $34,961 (Series A), $697,463 (Series B) and
$859,961
(Series C); (2) reduced the annual cash distribution rate to 9%
effective
September 1, 1993 for Series A, B and C to make available additional funds
for
supplemental reinvestments for each of such Programs; (3) deferred the
Sponsor's
receipt of management fees effective September 1, 1993 (which deferrals for
the
period September 1, 1993 through June 30, 1995 amount to $28,812 (Series
A),
$315,408 (Series B) and $428,503 (Series C)); (4) effective January 1,
1994
reduced the management fees which Series A, Series B and Series C each pays
to
the Sponsor to a flat rate of 2% and effective January 1, 1995 further
reduced
the management fees which Series A pays to the Sponsor to a flat rate of
1%,
which fee reductions have resulted in decreases in expenses to such Programs
for
the period January 1, 1994 to June 30, 1995 of $17,198 (Series A),
$262,310
(Series B) and $325,766 (Series C); (5) effective January 31, 1994,
converted
the variable rate borrowing facilities of Series A, B and C to fixed rate,
term
loan financings in the original principal amounts of $720,000, $1,600,000
and
$1,500,000, respectively, to eliminate interest rate risk on the
related
portions of such Programs' portfolios; and (6) effective January 31,
1995,
amended the partnership agreement of Series A, by vote of a majority of
its
limited partners to (a) extend the reinvestment period of Series A by not
less
than 2 nor more than 4 years, (b) authorize loans by the Sponsor to
Series A
under certain conditions for a term in excess of twelve months and up
to
$250,000, and (c) (as noted in clause (4), above) decrease the rate
of
management fees payable by Series A to the Sponsor to a flat 1% of
gross
revenues from all of its leases and financing transactions (pursuant to
the
amendments, the Sponsor, in February and March 1995, lent $75,000 and
$100,000,
respectively, to Series A). The Sponsor subsequently elected to write off
such
loans as of March 31, 1995 (see Note (4) of the Consolidated
Financial
Statements of the Sponsor appearing on Page 119 of this Prospectus). There
can
be no assurance that the forgoing steps will be successful in recovering
the
full amount of the losses of Series A, Series B and Series C which are
described
in this paragraph. To the extent such efforts are not successful and,
as a
result, Series A, Series B or Series C do not earn sufficient amounts
through
their respective remaining periods of operations to recoup such losses, any
of
such Programs so effected would not be able to return all of its
respective
investors' capital.
The General Partner hereby agrees that it will provide the most recent
Form
10-K for any of the Prior Public Programs, upon written request (with no fee
but
with reimbursement of its actual out of pocket costs and expenses of copying
and
mailing such Form 10-K) and provide copies of the exhibits to such Form 10-K
for
a reasonable fee and with reimbursement of its actual out of pocket costs
and
expenses of copying and mailing such exhibits to such Form 10-K.
Prior Non-Public Programs
Certain subsidiaries of International Consolidated Group, Inc. ("ICG"),
an
Affiliate of the General Partner (see "MANAGEMENT"), sponsored and completed
the
sale of securities for fifty-nine tax-advantaged investment programs (the
"Prior
Non-Public Programs") between the years 1979 through 1985. All of such
programs'
investment objectives are substantially dissimilar to those of the Prior
Public
Programs of the Partnership.
The information presented in this Section concerning the Prior
Public
Programs and the Prior Non-Public Programs and the information and data in
the
Tables included as Exhibit B for the Prior Public Programs are unaudited
and
represent the experience of the General Partner and its Affiliates in the
Prior
Programs. Persons who invest in Units in the Partnership will not have
any
ownership interest in any other program as a result of such investment
and
should not assume that they will experience returns, if any, comparable to
those
experienced by the investors in the Prior Public Programs.
STATUS OF THE OFFERING
As of the date of this Prospectus, the Partnership had not had its
Initial
Closing.
<PAGE>
CERTAIN RELATIONSHIPS WITH THE PARTNERSHIP
The following diagram shows the relationship of the Partnership and
the
General Partner with certain Affiliates of the General Partner. The solid
lines
indicate ownership and the broken lines certain contractual relationships.
All
of the entities shown below are corporations except as otherwise indicated.
ICON Securities Corp. ICON Capital Corp.
(the "Dealer-Manager") ("General Partner")
(100% of the outstanding (59.8% of the
securities of the Dealer- outstanding securities
Manager is owned indirectly of the General Partner
by Peter D. Beekman) is owned by
| Peter D. Beekman)
| |
| |
-------------------ICON Cash Flow Partners L.P. Seven-------- |
(the "Partnership")
MANAGEMENT
The General Partner
The General Partner, ICON Capital Corp., is a Connecticut corporation
which
was formed in 1985 under the name ICON Properties, Inc. The name of the
General
Partner was changed on July 19, 1990 to more accurately reflect the scope
and
focus of its business activities. The General Partner's principal offices
are
located at 600 Mamaroneck Avenue, Harrison, New York 10528, and its
telephone
number is (914) 698-0600. The officers of the General Partner, listed
below,
have extensive experience in selecting, acquiring, leasing, financing,
managing
and remarketing (re-leasing and selling) equipment.
The General Partner will perform, or cause to be performed, all
services
relating to the day-to-day management of the Equipment and
Financing
Transactions of the Partnership. Such services include the collection
of
payments due from the lessees of the Equipment and companies which entered
into
Financing Transactions ("Users"), releasing services in connection
with
Equipment which is off-lease, inspections of the Equipment, liaison with
Lessees
and Users, supervision of maintenance being performed by third parties,
and
monitoring of performance by the Lessees of their obligations under the
Leases
and Users under Financing Transactions, including payment of rent or
principal
and interest and all operating expenses.
Peter D. Beekman owns or controls 59.8% of the outstanding capital stock
of
the General Partner.
The officers and directors of the General Partner are:
Peter D. Beekman Chairman of the Board and President
Cortes E. DeRussy Executive Vice President and Director
Charles Duggan Executive Vice President, Chief Financial Officer and
Director
Susan H. Beekman Vice President, Secretary and Director
Gary N. Silverhardt Vice President and Controller
Peter D. Beekman - Chairman of the Board and President
Peter D. Beekman, 56, founded the Company in 1985 and previously had
founded the ICON Group, Inc. affiliate in 1978. From 1974 to 1978 he was the
Equity Syndication Director for Litton Industries Credit Corporation. Prior
to 1974, Mr. Beekman held marketing positions with International Business
Machines Corp., Itel Corp. and Computer Investors Group, Inc. Earlier, he
served as an officer in the United States Navy. He is a founder and a former
director of the Eastern Association of Equipment Lessors. Mr. Beekman
received a B.S. degree from Worcester Polytechnic Institute.
Cortes E. DeRussy - Executive Vice President, Chief Leasing Officer and
Director
Cortes E. DeRussy, 55, joined ICON in 1985. From 1971 to 1985, he was
with
Industralease Corporation, most recently as President. Prior to 1971,
Mr.
DeRussy was an Account Executive with Cowen & Company, President of
Progressive
Data Services and an Account Executive with Merrill Lynch, Pierce,
Fenner &
Smith. Earlier he served as an officer in the United States Army. Mr. DeRussy
is
a director of the Equipment Leasing Association of America and was a
founder,
former president and a former director of the Eastern Association of
Equipment
Lessors. He received a BBA degree from Tulane University.
Charles Duggan - Executive Vice President, Chief Financial Officer and
Director
Charles Duggan, 53, joined ICON in 1986. From 1985 to 1986, he was
Senior Vice President of CSA Financial Corp., and from 1981 to 1985, Vice
President - Finance of Finalco Group, Inc. Prior to 1981, Mr. Duggan served
as chief financial officer of International Paper Credit Corporation and
Litton Industries Credit Corporation. Earlier, he was with Touche Ross & Co.
and Revlon, Inc. Mr. Duggan is treasurer and a director of the Eastern
Association of Equipment Lessors. He received a B.S. degree from Fordham
University and is a Certified Public Accountant.
Susan H. Beekman - Vice President, Secretary, Treasurer and Director
Susan H. Beekman, 52, joined the ICON Group, Inc. affiliate when it was
founded in 1978 and has been a member of ICON since its inception in 1985.
Prior to 1978, she held system development and programming positions with
American Telephone & Telegraph Company, International Business Machines
Corporation, and American Airlines. Ms. Beekman is the wife of Peter D.
Beekman. She received an MA degree from Manhattanville College and a B.A.
degree from Allegheny College.
Gary N. Silverhardt - Vice President and Controller
Gary N. Silverhardt, 35, joined ICON in 1989. From 1985 to 1989 he was
with
Coopers & Lybrand, most recently as an Audit Supervisor. Prior to 1985,
Mr.
Silverhardt was employed by Katz, Schneeberg & Co. He received a B.S.
degree
from the State University of New York at New Paltz and is a Certified
Public
Accountant.
Other key management personnel include:
William F. Schuler - General Counsel
William F. Schuler, 46, joined ICON in 1988. From 1984 to 1988, he
was
General Counsel of CSA Financial Corp., and from 1980 to 1984, he an
Associate
with the law firm of Roche, Carens and DeGiacomo. Prior to 1981, Mr. Schuler
was
with the Bank of Boston. He received B.A. and J.D. degrees from
Temple
University and an LLM from Boston University and is a member of
the
Massachusetts and Pennsylvania Bar Associations.
Elizabeth A. Schuette - Lease Operations Director
Elizabeth A. Schuette, 36, joined ICON in 1995. From 1994 to 1995, she
was
Vice President - Credit at Phoenixcor, Inc., from 1993 to 1994, Vice
President,
Special Credits for Concord Leasing, Inc., from 1989 to 1993, a Regional
Credit
Manager for Household Finance from 1986 to 1989, an Assistant Vice President
for
Citytrust Bank and from 1983 to 1986, an Assistant Vice President for
Society
for Savings. Prior to 1983, Ms Schuette was a Financial Consultant for
Kaplan,
Smith and Associates and a Cost Analyst for Booz Allen & Hamilton. She
received
an MA degree from George Washington University and a BA from The College
of
William and Mary.
Mitchell Larkin - Lease Acquisition Director
Mitchell Larkin, 46, joined ICON in 1990. From 1988 to 1990 he was
Lease
Acquisition Specialist for LDI Financial Services, Inc., from 1987 to 1988
was a
Regional Sales Manager for First Interstate Credit Alliance from 1987 to
1988
and from 1985 to 1987, he was a marketing representative for ICON. Prior
to
1985, Mr. Larkin held marketing and credit positions with Scientific
Leasing
Corp., Equilease Corp., Litton Industries Credit Corporation and
Leasco
Computer, Inc. He received a B.S. degree from Husson College.
Robert B. Gage - Portfolio Management Director
Robert B. Gage, 57, joined ICON in 1992. From 1981 to 1985, he was with
AIC
Leasing Services, Inc., most recently as Vice President and General Manager,
and
from 1969 to 1981 he was Director of Operations for Rockwood Computer
Corp.
Prior to 1969, Mr.Gage was with Electrographic Corporation. He received
BBA
degree from West Virginia Wesleyan College.
Affiliates of the General Partner
ICON Securities Corp. and International Consolidated Group, Inc.
ICON Securities Corp., (the "Dealer-Manager"), is a New York corporation
and
a wholly owned subsidiary of International Consolidated Group, Inc., which
was
formed in 1982 to manage the equity sales for investor programs sponsored by
its
Affiliates. The Dealer-Manager is registered with the Securities and
Exchange
Commission and is a member of the National Association of Securities
Dealers,
Inc. and the Securities Investor Protection Corporation. ICON Securities Corp.
will act as the Dealer-Manager of the Offering.
International Consolidated Group, Inc. ("ICG") is a New York corporation
and
the parent of a number of wholly-owned subsidiaries, including
the
Dealer-Manager, which were formed to sponsor, own, operate, and
manage
privately-offered investment programs in specified leasing, finance and
real
estate investments, and to sell equity interests in such programs. Of
those
subsidiaries, only the Dealer-Manager is intended to continue to engage in
any
material on-going business activity after completion of operations of
those
programs.
In the years from 1979 through 1986, ICG and/or its
subsidiaries
successfully syndicated the equity offering of 59 privately
offered
tax-advantaged investment programs engaged in the equipment leasing and
lease
finance businesses and three real estate leasing programs which in the
aggregate
raised approximately $24.6 million of equity and invested the net funds
raised
by such offerings in approximately $90 million of equipment,
financing
transactions and reserves.
INVESTMENT OBJECTIVES AND POLICIES
General
Investment Objectives. The Partnership intends to acquire and lease
various
types of Equipment primarily to businesses located within the United
States,
which the General Partner determines are Creditworthy. The Partnership will
also
provide financing to these same types of businesses secured by tangible
and
intangible personal property and other or additional collateral determined
by
the General Partner to be sufficient in amounts and types to provide
adequate
security for the current and future obligations of such borrowers. The
General
Partner estimates that approximately one-third of Net Offering Proceeds will
be
invested in Financing Transactions as well as Leases or other transactions
which
produce portfolio income although the General Partner may determine to invest
up
to one-half of such Proceeds in such Investments if, in its sole discretion,
it
believes such Investments to be in the best interests of the Partnership.
Over
the life of the Partnership, the General Partner expects that
approximately
one-third of its Investments, by cost, will consist of such types
of
Investments. See "Investment Discretion of the General Partner" and
"Credit
Review Procedures" in this section.
The Partnership's overall investment objectives are:
(i) to achieve the Maximum Offering in an orderly manner;
(ii) to apply promptly Net Offering Proceeds, together with the
principal
amount of any Indebtedness permitted to be incurred, to acquire
Investments,
which are as broadly diversified by collateral type, lessee/user
industry
and geographic location as is possible in accordance with the
Partnership's
investment objectives and policies described herein and in the
Partnership
Agreement;
(iii) to arrange for financing of substantially all contractual
revenues
receivable for such Investments which are not needed for
current
distributions and operating expenses;
(iv) to make monthly cash distributions in an amount equal to "First
Cash
Distributions" to each of the Limited Partners from Cash From
Operations
during the Reinvestment Period (which shall commence on the Initial
Closing
Date and end not less than five (5) years nor more than eight (8)
years
after the Final Closing Date (see "Cash Distributions to
Partners--Monthly
Cash Distributions and; "--First Cash Distributions to the Limited
Partners"
in this section);
(v) to re-invest all undistributed Cash From Operations and Cash From
Sales
in additional Investments during the Reinvestment Period to
increase
continuously the total amount of the Partnership's
revenue-generating
Investments (see "--Reinvestment of Undistributed Cash in
Additional
Equipment, Leases and Financing Transactions" in this section); and then
(vi) to sell or otherwise transfer the Partnership's Investments and
other
assets in an orderly manner and thereafter to distribute Cash From
Sales
thereof to the Partners within approximately six (6) to thirty (30)
months
after the end of the Reinvestment Period.
It is expected that the Partnership will initially invest a minimum of
the
sum of (x) 74.0% of Gross Offering Proceeds (assuming 80% leverage--see
"SOURCES
AND USES OF OFFERING PROCEEDS AND RELATED INDEBTEDNESS") and (y)
related
borrowings (which are projected to average 50%, but may be up to 80%, of
the
aggregate Purchase Price of the Partnership's Investments), together
with
amounts payable from the rentals due from its Leases and excess Cash
From
Operations, to make Investments.
THERE CAN BE NO ASSURANCE THAT THE PARTNERSHIP WILL BE SUCCESSFUL IN MEETING
ANY
OF ITS OBJECTIVES OR THAT SUCH OBJECTIVES WILL BE ATTAINED AT ALL.
Investment Discretion of the General Partner. As of the date of
this
Prospectus, the Partnership does not have any investment in, or option
or
contractual commitment to acquire, lease or finance any specific Investments.
In
light of the fact that no proposed Investments have been made by or for
the
Partnership by any of the Partnership, the General Partner or any Affiliate
of
the General Partner as of the date of this Prospectus, and because there can
be
no way of anticipating what types of Investments will be available on
reasonable
terms at the times the Partnership is ready to invest its funds, there can be
no
assurance as to the ultimate composition of the Partnership's actual
Investment
portfolio. In addition, the proportion of the total Investments which will
be
made in Equipment and Leases on the one hand and Financing Transactions on
the
other hand will depend on a number of factors including, without
limitation,
state tax laws (e.g., sales, use, property and/or franchise taxes which apply
in
certain jurisdictions to leases and leased equipment but not loans and
the
collateral therefor) or other laws (for example, those applicable to
secured
transactions) which may make it more cost-effective to a proposed User
or
provide the Partnership with additional rights or cost-savings if a
transaction
is structured as a Financing Transaction rather than a Lease. Accordingly,
the
General Partner may vary the Partnership's Investment portfolio to adjust
to
prevailing market, statutory and economic conditions to achieve
the
Partnership's investment yield, cash distribution and other objectives.
See
"FIDUCIARY RESPONSIBILITY" and "OTHER OFFERINGS BY THE GENERAL PARTNER
AND
AFFILIATES" and Table IV to the Registration Statement.
The success of the Partnership will largely depend upon the quality of
the
Equipment purchased, the timing of such purchases and the Purchase Price
and
other lease and remarketing terms negotiated by the General Partner with
respect
thereto. Furthermore, in order to ensure that Equipment is suitable for
re-lease
or sale, the Partnership may be required to recondition the Equipment and may
be
required to borrow funds for that purpose. See "--Leveraged Investments"
below.
Acquisition Policies and Procedures
Equipment. The Partnership will only acquire Equipment
which a
non-Affiliated Creditworthy Lessee has committed to lease from the
Partnership
or which is subject to an existing lease. See "--Leases and Lessees" in
this
section. The Partnership may purchase Used Equipment from the current
users
(which may be the proposed Lessees pursuant to a sale-leaseback or
other
arrangement) or from dealers in such Equipment at a price which will not
exceed
the fair market value of such Equipment. New Equipment purchased by
the
Partnership may be acquired from manufacturers, dealers or proposed
Lessees
(through a sale-leaseback or other arrangement), either by contracting with
such
parties directly or by purchasing rights under previously existing
purchase
agreements. Under certain circumstances, Equipment may be purchased from
other
sources on an ad hoc basis to meet the needs of a particular
Creditworthy
Lessee. Substantial Equipment purchases by the Partnership will be made
only
subject to the General Partner obtaining such information and reports,
and
undertaking such inspections and surveys, as the General Partner may
deem
necessary or advisable to determine the probable economic life, reliability
and
productivity of such Equipment, as well as the competitive position,
suitability
and desirability of investing in such Equipment as compared with
other
investment opportunities. There can be no assurance that favorable
purchase
agreements can be negotiated with Equipment manufacturers or their
authorized
dealers or lease brokers at the time the Partnership commences operations or
at
any time during the life of the Partnership.
<PAGE>
The Partnership shall neither purchase, lease or license Investments
from,
nor sell, lease or license Investments to, the General Partner or any
Affiliate
of the General Partner (including, without limitation, any Program in which
the
General Partner or any such Affiliate has an interest); provided, however,
that
the Partnership may make Affiliated Investments and Investments in
Joint
Ventures after satisfying certain conditions and subject to
certain
restrictions. See "SUMMARY OF THE PARTNERSHIP AGREEMENT -- Limitations
on
Exercise of Powers by the General Partner." After the Initial Closing Date,
it
is anticipated that most of the Partnership's Equipment will be
purchased
directly by the Partnership.
The General Partner intends to evaluate the Partnership's Investments
at
least annually, and more frequently as circumstances require, to
determine
whether all items of Equipment and Financing Transactions should remain in
its
portfolio or should be sold. The General Partner will make that decision
based
upon the Partnership's operating results, general economic conditions,
tax
considerations, the nature and condition of items of Equipment, the
financial
condition of the parties obligated to make payments under Leases and
Financing
Transactions, alternate investment opportunities then available to
the
Partnership and other factors that the General Partner deems appropriate to
such
evaluation.
Any Net Offering Proceeds not used to make Investments or committed
to
Reserves to the extent permitted to be treated as Investments (see
"Reserves")
within 24 months after the Effective Date (or, if later, within 12 months
of
receipt of Offering Proceeds) will be returned pro rata to the Limited
Partners
based upon their respective number of Units, without interest and
without
deduction for Front-End Fees. See "--Return of Uninvested Net Proceeds."
Credit Review Procedures
All investment decisions with respect to the acquisition and leasing
of
Equipment and the entering into of Financing Transactions shall be made by
the
executive officers of the General Partner, subject to the approval of the
Credit
Committee of the General Partner and to the investment policies described
herein
and the undertakings set forth under "CONFLICTS OF INTEREST." All
potential
Leases and Financing Transactions shall be evaluated on the basis of (i)
the
extent to which such transaction appears to satisfy the Partnership's
investment
objectives, including particularly the economic return to the Partnership,
(ii)
the financial condition of the prospective Lessee or User and the character
of
its business, (iii) the availability of additional collateral and
credit
enhancements to ensure performance by the potential Lessee or User and (iv)
the
type of equipment to be purchased for lease or which will secure the
proposed
Financing Transaction.
The General Partner has established a Credit Committee, which has set,
and
may from time to time revise, standards and procedures for the review
and
approval of potential Leases and Financing Transactions by the credit
department
of the General Partner (including, without limitation, the determination
whether
any Person qualifies as a Creditworthy Lessee or a Creditworthy User).
The
Credit Committee will be responsible for supervising the day-to-day work of
the
credit department and approving significant individual transactions or
portfolio
purchases as well as transactions which vary from standard credit criteria
and
policies. The Credit Committee will, at all times, consist of four
persons
designated by the General Partner. It is anticipated that all four
persons
comprising the Credit Committee will be and will continue to be officers
and
employees of the General Partner or an Affiliate of the General Partner.
Action
by the Credit Committee shall be determined by a majority and a report of
any
action taken thereby shall promptly be delivered to the General Partner. As
of
the date of this Prospectus, the members of the Credit Committee are Messrs.
Beekman, DeRussy and Duggan and Mrs. Schuette.
The credit department is responsible for following the credit
review
procedures described below and determining compliance therewith. The
General
Partner intends that the such procedures (or similar procedures that it
believes
to be equally reliable) shall be observed in reviewing either potential
Leases
or Financing Transactions whether originated by the General Partner or
any
Affiliate of the General Partner or acquired by the Partnership
from
non-Affiliated third parties. Such procedures currently in effect are
generally
as follows:
<PAGE>
(i) receipt of a Lease or financing application from a potential
Creditworthy Lessee or Creditworthy User;
(ii) receipt and analysis of such potential Lessee's or User's current
and
recent years' financial statements and, if deemed appropriate, income
tax
returns for the most recently completed fiscal year(s) of such Lessee
or
User;
(iii) independent verification of the potential Lessee's or User's credit
history, bank accounts and trade references;
(iv) credit reports concerning the potential Lessee or User from
credit
agencies such as Dun & Bradstreet, TRW, etc.; and
(v) review and verification of underlying equipment or other collateral.
The General Partner's credit procedures become progressively more
stringent
for transactions above $25,000 and $75,000, respectively, at each of
which
levels additional procedures, documentation and/or credit enhancement will
be
required as specified in such credit procedures and/or as required by the
Credit
Committee. See "--Portfolio Acquisitions" in this section.
After a thorough review of the above documents, a credit decision is made
by
the credit department of the General Partner and the transaction is
submitted
for the review and approval of the Credit Committee. If the transaction
is
approved, appropriate documentation (including any applicable Lease or
other
financing agreement) is forwarded to the proposed Creditworthy Lessee
or
Creditworthy User, as the case may be. In addition, the General Partner
will,
where it deems appropriate, seek and obtain the personal guarantees
of
principals or corporate parents of, or other forms of credit
enhancements
(including, among other things, certificates of deposit, letters of
credit,
mortgages on real estate or liens on unrelated equipment) from
Creditworthy
Lessees and Creditworthy Users in connection with the funding of
the
transaction. Upon the General Partner's receipt, review and acceptance (and
(if
applicable) any lender's acceptance) of all appropriate documentation, signed
by
the Creditworthy Lessee or the Creditworthy User, as the case may be,
the
General Partner will enter into the subject Lease or Financing Transaction
in
accordance with the terms thereof.
Leases and Lessees
General. The Partnership's Leases are anticipated to have terms ranging
from
two to five years. Each Lease is expected to provide for aggregate
contractual
rents that return the Partnership's cost of its Investments (including
Front-End
Fees) along with investment income. After its initial term, each Lease will
be
expected to produce additional investment income from the re-lease
and/or
ultimate sale of the Equipment subject thereto. Nevertheless, the
actual
economic return to the Partnership under any Lease will depend upon
several
factors, such as the amount of the rental and other payments required to be
made
by the Lessee under such Lease and the re-lease or sale value of the
Equipment
at the expiration of the term thereof.
The General Partner anticipates that each Lease entered into on behalf
of
the Partnership, as well as each existing Lease acquired on behalf of
the
Partnership, will generally provide that the Creditworthy Lessee will: (i)
pay
rent and other payments without deduction or offset of any kind; (ii) bear
the
risk of loss of the Equipment subject thereto; (iii) pay sales, use or
similar
taxes relating to the lease or other use of the Equipment; (iv) indemnify
the
Partnership against any liability resulting from any act or omission of
the
Creditworthy Lessee or its agents; (v) maintain the Equipment in good
working
order and condition during the term of such Lease; and (vi) not permit
the
assignment or sublease of the Equipment subject thereto without the
prior
written consent of the General Partner. The General Partner also
anticipates
that none of such Leases will be cancelable during their initial terms;
provided
that the General Partner may agree to Lease provisions which permit
cancellation
of a Lease upon payment of an appropriate penalty or upon securing a
substitute
Lessee if such provisions are deemed by the General Partner to be in
the
Partnership's best interest.
Tax Classification of Leases. Although the Partnership intends to
structure
its Leases so that they are treated as leases rather than as conditional
sales
or financing transactions for tax purposes, the Service may contend in a
given
case that a Lease should be characterized as a sale or financing transaction,
in
which case a portion (equivalent to an interest element) of Lease revenues
would
be treated as ordinary income without offset or deduction for cost recovery
and
the balance of Lease payments would be treated as a return of principal.
See
"RISK FACTORS--
<PAGE>
Federal Income Tax Risks and ERISA Matters--Tax Treatment of Leases as Sales
or
Financings and "FEDERAL INCOME TAX CONSEQUENCES -- Tax Treatment of the
Leases."
Re-Leasing of Equipment. Following the expiration of any Lease entered
into
by the Partnership, the Partnership will seek to remarket the Equipment
subject
thereto by either (i) extending or renewing such Lease with the
existing
Creditworthy Lessee, (ii) leasing such Equipment to a new Creditworthy Lessee
or
(iii) selling such Equipment to the existing Lessee or a third party;
provided
that, during the Disposition Period, subsequent Leases covering such
Equipment
shall be upon terms consistent with the liquidation of the
Partnership's
Investments and other assets and the distribution of the proceeds thereof.
Restrictions To Assure Diversification. It is an objective of
the
Partnership to maintain adequate diversification of Creditworthy Lessees
and
Creditworthy Users. To that end, the General Partner intends not to
acquire
Equipment for lease to any one Lessee if, after such acquisition, such
Equipment
would have an aggregate Purchase Price in excess of 25% of the
Partnership's
original cost for all Investments in its portfolio as of the Final Closing
Date,
unless such Lessee has a net worth in excess of $100,000,000.
Lease Provisions. The specific provisions of each Lease to be entered
into
or be acquired by the Partnership will depend upon a variety of
factors,
including (i) the type and intended use of the Equipment covered thereby,
(ii)
the business, operations and financial condition of the Creditworthy
Lessee
party thereto, (iii) regulatory considerations and (iv) the tax consequences
and
accounting treatment of certain provisions thereof.
The General Partner anticipates that each such Lease will generally
require
that Creditworthy Lessees maintain both (i) casualty insurance in an
amount
equal to the lesser of the market value of the Equipment subject thereto
or a
specified amount set forth in such Lease and (2) liability insurance (naming
the
Partnership as an additional insured) in an amount consistent with
industry
standards. In addition, each such Lease shall generally require the
Creditworthy
Lessee party thereto to indemnify the Partnership as lessor under such
Lease
against any loss or liability incurred by or asserted against it arising out
of
such Lease, or any performance thereunder, or which is related to the
Equipment
subject thereto and to insure the Equipment, the Partnership and any other
party
with an interest in the Equipment from the normal risks of owning and
operating
the Equipment. In the opinion of the General Partner, each such Lease will
also
otherwise generally afford the Partnership overall protection
substantially
equivalent to that provided in leases then being negotiated by leasing
companies
and financial institutions.
Each such Lease will prescribe certain events of default, including,
without
limitation, (i) a default, subject to applicable grace periods (if any), in
the
payment of rent, (ii) a failure, subject to applicable grace periods (if
any),
to observe or perform covenants or terms of such Lease and (iii) certain
events
with respect to the bankruptcy or insolvency of the Creditworthy Lessee
party
thereto. Enforcement of remedies is subject to applicable bankruptcy and
similar
laws. If, and to the extent that, the Partnership borrows funds in
connection
with any Lease, it will generally be required to assign some or all of
its
rights under such Lease as collateral for such borrowing.
At the end of each Lease term, the Lessee will often have the option to
buy
the Equipment subject thereto or to terminate the Lease and return
such
Equipment. The options available to the Lessee at the end of the Lease
are
significant in that the nature and extent of such options may determine
the
categorization of the Lease for tax, financial reporting and other purposes.
See
"FEDERAL INCOME TAX CONSEQUENCES--Tax Treatment of the Leases."
While the General Partner anticipates that all of the Equipment acquired
by
the Partnership will be leased to Creditworthy Lessees whose businesses
are
located within the United States, the Partnership may (but does not
presently
anticipate that it will) enter into Leases for Equipment located outside
the
United States to an incidental degree, pursuant to which the Partnership
may
have an increased risk of loss in the event of a default by the
Creditworthy
Lessee party thereto.
Equipment
"New/Unused", "Seasoned" and "Used/Remarketed Equipment". The
General
Partner anticipates that the Partnership will acquire both
"new/unused"
Equipment (that is, Equipment initially delivered new by the manufacturer
or
vendor to the current Lessee less than two months prior to its purchase by
the
Partnership) and "seasoned" Equipment (that is, Equipment initially
delivered
new by the manufacturer or new equipment vendor to the current Lessee more
than
two months prior to the Partnership's purchase of such Equipment and prior
to
the earlier of (i) the expiration of the first Lease thereof or (ii) the
fifth
anniversary of such initial delivery date). The Partnership expects
that
approximately 25% of its Equipment will consist of "new/unused"
Equipment,
50-75% its Equipment will consist of "seasoned" Equipment and the balance of
its
Equipment will consist of "used/remarketed" (that is, Equipment which was
leased
previously to another user) Equipment. The Partnership may also
purchase
"used/remarketed" Equipment in lieu of "new/unused" Equipment or
"seasoned"
Equipment and, at any time, "used/remarketed" Equipment may comprise 25% of
the
aggregate Purchase Price paid by the Partnership for all of its Equipment.
Any
item of Equipment shall be purchased by the Partnership at a Purchase Price
not
greater than the then current fair market value thereof.
"Seasoned" Equipment would be purchased at discounts from the
Seller's
original cost, determined by the Credit Committee to be appropriate, to
reflect
the (i) remaining useful life of such Equipment and (ii) the
remaining
contractual payments due under the related Leases or Financing
Transactions.
"Seasoned" transactions frequently are advantageous because the
Partnership's
credit department will have the opportunity to analyze detailed
payment
histories for the Creditworthy Lessee and or Creditworthy User prior to
entering
into a purchase commitment. In addition, the Partnership frequently can
reduce
or eliminate the normal credit risk associated with any Lease by negotiating
for
the seller to repurchase those Leases, the payments under which are not
kept
current within a specified trial period following the Partnership's purchase
of
such Equipment and related Leases. See "RISK FACTORS--Partnership and
Investment
Risks--Equipment and Lessees Unspecified; Investments in
'New/Unused,'
'Seasoned' and 'Used/Remarketed' Equipment; Investment Delay;
Investment
Portfolio Composition."
Equipment Registration. Aircraft and marine vessels may be subject
to
certain registration requirements imposed by federal law and
regulations.
Registration, which may be required for operation of aircraft within the
United
States, is permitted only if each partner of a partnership which owns
such
aircraft is a United States Citizen (as defined below) or a Resident
Alien. A
trust of which a United States Citizen is the trustee may own United
States
registered aircraft if the trustee is not subject to removal or certain
control
or influence by beneficiaries more than 25% of whom are neither United
States
Citizens nor Resident Aliens. As a consequence, title to certain aircraft
that
the Partnership may acquire may be held by a trust for the benefit of
the
Partnership. Similarly, certain types of marine vessels must be registered
prior
to operation in the waterways of the United States. A partnership may
register
its vessels with the federal government only if at least 75% of its partners
are
United States Citizens. If at any time a partnership which owns United
States
registered aircraft and/or vessels (or serves as the beneficiary of a
trust
which does so) fails to satisfy the registration requirements (whether due
to
misrepresentation, change in citizenship status or transfer of units to a
Person
other than a United States Citizen or Resident Alien), United
States
registration may be challenged by an agency of the federal government.
Any
challenge, if successful, could result in substantial penalties, the
premature
sale of such Equipment, the loss of the benefits of the central recording
system
with respect to aircraft (thereby leaving the aircraft exposed to liens or
other
interests not of record) and a breach of lease agreements entered into
in
connection with the acquisition and leasing of such Equipment. See "RISK
FACTORS
- -- Partnership and Investment Risks -- Risk of Loss of Equipment
Registration."
Accordingly, the General Partner will not admit a non-United States Citizen
as
an Assignee or Substitute Limited Partner of the Partnership if such
admission
would result in the potential invalidation of the registration of aircraft
or
vessels. See "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS;
SUBSCRIPTION PROCEDURES -- Citizenship" and "TRANSFER OF UNITS --
Restrictions
on the Transfer of Units.")
Types of Equipment. The Partnership's Equipment is expected to include:
(i) office and management information systems equipment (including, but
not
limited to, small, mini- and microcomputer management information
systems)
communication and related peripheral equipment, such as, terminals,
tape,
magnetic or optical, disc drives, disc controllers, printers,
optical
character scanning devices, and communication devices and modems),
graphic
processing equipment (such as typesetters, printing presses, computer
aided
design/computer aided manufacturing ("CAD/CAM") equipment) and
photocopying
equipment;
(ii) printing systems (including, but not limited to, electronic laser
printers);
(iii) materials handling equipment, including, but not limited
to,
fork-lifts and other more specialized equipment for moving materials
in
warehouse or shipping or areas;
(iv) machine tools and manufacturing equipment, including, but not
limited
to, computer- and mechanically-controlled lathes, drill presses, vertical
or
horizontal milling machines, rotary or cylindrical grinders,
metal
fabrication or slitting equipment, and other metal forming equipment used
in
the production of a broad range of machinery and equipment;
(v) medical diagnostic and testing equipment, including, but not limited
to,
(A) radiology equipment (such as CT Scanning, X-Ray, Fluoroscopic,
Nuclear
Generators and Gamma Cameras), (B) sonographic equipment, (C)
patient
monitoring equipment and (D) miscellaneous medical equipment (such as
"Crash
Carts," lab test equipment, blood-gas analyzers, treatment room
furniture);
(vi) aircraft (including air frames, engines and/or avionics,
ground
handling equipment, passenger loading ramps), rail and
over-the-road
transportation equipment (including boxcars, tank cars, hopper
cars,
flatcars, locomotives and various other equipment used by railroads in
the
maintenance of their railroad track, tractors, trailers, heavy duty
trucks
and intermodal (rail to over-the-road) containers and chassis) and
marine
vessels (including, but not limited to, towboats and barges); and
(vii) miscellaneous equipment of other types satisfying the
investment
objectives of the Partnership and consistent with the remaining term of
the
Partnership, including, but not limited to, (A) furniture and fixtures,
(B)
store fixtures, display cases, freezers, etc., (C) manufacturing
equipment
and (D) electronic test equipment.
Length of Ownership of Equipment. The General Partner intends that
the
Partnership will hold and lease the Equipment it acquires until such time
as
disposition appears advantageous in light of the Partnership's
investment
objectives. In deciding whether to dispose of an item of Equipment,
the
Partnership will consider the type and condition of such Equipment,
potential
re-lease opportunities relating thereto, economic conditions, interest rates
and
many other factors. While the General Partner presently intends that
the
Partnership shall own and lease its Equipment for no more than five
years
following the Final Closing Date, the Partnership may be required to
retain
ownership of Equipment for a longer period in the event that the Sale
thereof
appears disadvantageous in light of then prevailing economic conditions
or
changes in applicable laws (including, without limitation, federal or
state
income tax laws) and, accordingly, the Partnership is permitted to
hold
Equipment for up to ten (10) years following the Final Closing Date.
Financing Transactions
The Partnership may also enter into Financing Transactions with
Creditworthy
Users, including, without limitation, Financing Transactions pursuant to
which
the Partnership shall provide financing to manufacturers and lessors
with
respect to equipment leased directly by such manufacturers ("vendor
leasing
programs"). Such Financing Transactions shall be evidenced by a
written
promissory note of the Creditworthy User party thereto evidencing
the
irrevocable obligation of such Creditworthy User to repay the principal
amount
thereof, together with interest thereon, in accordance with the terms
thereof,
which repayment obligation shall be sufficient to return the Partnership's
full
cost associated with such Financing Transaction, together with some
investment
income. Furthermore, such repayment obligation would be collateralized
by a
security interest in such tangible or intangible personal property
(including,
without limitation, the Equipment financed thereby and any Lease to which
such
Equipment is subject, as well as the receivables arising thereunder) of
such
Creditworthy User as the Credit Committee may deem to be appropriate.
The
General Partner will use its best efforts to perfect such security interest
so
that such security interest will constitute a first priority secured lien
on
such Equipment, Lease and receivables affording certain preferred
rights
(superior to any rights of all others who might seek to assert rights in or
to
such Equipment, Lease or receivables) to the Partnership, upon a default
by a
User. Financing Transactions will not include participation features for
the
General Partner, its Affiliates or Users.
The General Partner believes that the ability of the Partnership to
engage
in Financing Transactions will enable the Partnership to transact business
with
certain additional desirable manufacturers, lessors and other users and to
take
advantage of additional investment opportunities due to certain provisions
of
certain states' tax and other laws which make it more favorable under state
and
local tax and other laws to structure transactions in those jurisdictions
as
Financing Transactions rather than Leases. By illustration, certain states
or
localities impose sales or use taxes on the revenues from leases but
not
financing transactions. Certain other jurisdictions impose franchise taxes
based
on property owned and leased within such states but not on the collateral
for
financing transactions. In addition, in Financing Transactions, the User
will
realize additional federal and state tax benefits which will effect the
total
amount which a User will be willing to pay to finance rather than
lease
equipment which it needs. Financing Transactions with Creditworthy Users will
be
negotiated on a case-by-case basis, subject to consideration of such factors
as
the General Partner shall deem appropriate to the investment decision.
See
"--Acquisition Policies and Procedures" in this section.
The General Partner estimates that approximately one-third of Net
Offering
Proceeds will be invested in Financing Transactions as well as Leases or
other
transactions which produce portfolio income although the General Partner
may
determine to invest up to one-half of such Proceeds in such Investments if,
in
its sole discretion, it believes such Investments to be in the best interests
of
the Partnership. Over the life of the Partnership, the General Partner
expects
that approximately one-third of its Investments, by cost, will consist of
such
types of Investments.
<PAGE>
Other Investments
The Partnership may also, from time to time, invest in certain other
types
of property, both real and personal, tangible and intangible, including,
without
limitation, contract rights, lease rights, debt instruments and equity
interests
in corporations, partnerships (both limited and general and including,
subject
to the provisions of this Agreement, Affiliated Entities), joint ventures
and
other entities (including, but not limited to, common and preferred
stock,
debentures, bonds and other securities of every kind and nature); provided
that
the Partnership may make such Investments only in furtherance of its
investment
objectives and in accordance with its investment policies. The General
Partner
does not expect that such Investments will comprise a substantial portion of
the
Partnership's Investments outstanding at any time.
Portfolio Acquisitions
The General Partner also intends that the Partnership acquire lease
and/or
financing transaction portfolios (hereinafter "Portfolios"). Such
Portfolio
acquisitions and financings are each expected to be in the range of $250,000
to
$10,000,000, but the Partnership is not limited as to the size of any
such
acquisition (so long as such Portfolio otherwise satisfies the
investment
objectives and policies of the Partnership and, in making such Investment,
the
General Partner complies with all applicable provisions of the
Partnership
Agreement).
The acquisition of any Portfolio shall be conditioned upon a
thorough
financial and documentary review by the legal and accounting departments of
the
General Partner in accordance with the following (which generally
supplements
the credit review/documentation procedures set forth above):
(i) substantially all of the leases and financing transactions (by
dollar
volume) contained in each Portfolio under consideration for acquisition
is
reviewed for completeness and accuracy of documentation;
(ii) all potential Lessee and User payment histories are reviewed
and
verified, without regard to any credit enhancements obtained in
connection
with such acquisition;
(iii) underlying Equipment or other collateral is evaluated and the
values or purchase prices thereof evaluated or verified;
(iv) Dun & Bradstreet and/or TRW credit reports are obtained
for a
representative number of potential Lessees and Users;
(v) a complete due diligence review is performed by internal legal
and
auditing staff of the General Partner in preparation for documentation
and
funding of the acquisition;
(vi) Uniform Commercial Code lien searches are performed against
all
potential Lessees and Users, as well as against the current holder of
such
Portfolio; and
(vii) all liens identified in connection with the above review (other
than
with respect to Partnership Indebtedness are removed prior to or upon
the
acquisition by the Partnership of such Portfolio (or the Partnership
will
retain a right of post-acquisition rejection of individual Leases
and
Financing Transactions included in, or a right to performance support by
the
current holder of, such Portfolio). An escrow or purchase price holdback
may
also be employed for the same purposes.
In connection with the acquisition of any Portfolio, the General Partner
may
require that such acquisition be full recourse to the current holder of
such
Portfolio in the event of any underlying Lessee or User default.
The General Partner may, for its own account, enter into agreements to
act
as an independent equipment manager with respect to Portfolios owned by
certain
non-Affiliated limited partners and other entities and the General Partner
is
entitled to receive compensation for such services. The Partnership may,
from
time to time, acquire a Joint Venture interest in all or a portion of
such
Portfolios in accordance with the terms of the Partnership Agreement.
See
"SUMMARY OF PARTNERSHIP AGREEMENT -- Restrictions on the Exercise of Powers
by
the General Partner."
Reserves
The General Partner shall initially establish for the Partnership, and
shall
use its best efforts to maintain, Reserves for working capital and
contingent
liabilities, including repairs, replacements, contingencies, accruals
required
by lenders for insurance, compensating balances required by lenders and
other
appropriate items, in an amount not less than (i) during the
Reinvestment
Period, 1.0% of Gross Offering Proceeds and (ii) during the Disposition
Period,
the lesser of (A) 1% of the Partnership's aggregate Adjusted Capital
Accounts
and (B) 1% of Gross Offering Proceeds, of which an amount not in excess of 3%
of
Gross Offering Proceeds may be treated as having been invested or committed
to
investment. Reserves, once expended, need not be restored, provided,
however,
that any such Reserves that are restored in the sole and absolute discretion
of
the General Partner shall be restored from Cash From Operations.
Use of Leverage
Leveraged Investments. The General Partner intends to use
Partnership
indebtedness (or "leverage") as an essential tool in acquiring and
building a
growing pool of Partnership Investments and related receivables. It
expects
that, during the Partnership's early operating period, which shall commence
on
the Initial Closing Date, the Partnership will acquire a substantial
proportion
of its Investments entirely for cash and the balance of its
Investments
(particularly Leases with investment-grade Lessees) with a mixture of cash
and
existing or new (primarily "non-recourse") indebtedness (as to which the
lender
will generally have no recourse to assets of the Partnership other than
to
foreclose on the Partnership's interest in such Lease and dispose of the
related
Equipment). As the Partnership accumulates Lease and Financing
Transaction
receivables from its cash purchases which are sufficiently large in volume
and
diverse as to Lessee/User industry types, equipment types and
geographic
locations as to be financed at commercially attractive interest rates, then
the
General Partner will seek to borrow against the "pool" of such receivables
from
banks and other interested, unaffiliated lenders at interest rates which can
be
serviced with only a portion of such receivables. If such efforts
are
successful, substantial cash flows from such pool of Investment receivables
will
become available for use in Partnership operations, for Limited
Partner
distributions and for reinvestment in additional Investments and to build
an
ever larger base of Partnership Investments, revenues and residual values.
Such "pooled" collateral loans may take the form of a revolving line
of
credit or one of a series of "securitizations" for which the lender will
have
recourse to the entire "pool" (but only that pool) of receivables to
service
such indebtedness. In addition, in securitizations, additional steps will
be
taken to create and maintain an intermediate trust, partnership or
other
"pass-through" structure which is intended to ensure that the receivables
are
collectible by the lender under all circumstances. As a result of such types
of
borrowings (if available to the Partnership, as the General Partner
believes
will be the case), the General Partner expects that the Partnership will be
able
to achieve substantial additional earnings for the Partnership represented
by
the difference between the rate at which earnings accrue on its Leases
and
Financing Transactions which are subject to such financings and
the
significantly lower interest and other costs to the Partnership of
such
borrowings.
The General Partner believes that the use of leverage may (i) enhance
the
ability of the Partnership to acquire Investments of greater aggregate
cost,
(ii) create the opportunity for the Partnership to obtain a greater return
on,
and diversification of, its portfolio of Investments and (iii) reduce
the
relative cost of obtaining Partnership capital and acquiring its Investments
as
a percentage of its total Partnership Investments. Nevertheless, the use
of
borrowings could create additional risks for the Partnership and
ultimately
reduce distributions to the Partners. See "RISK FACTORS -- Partnership
and
Investment Risks -- Leveraged Investment--Increased Risk of Loss."
The Partnership intends to use borrowings (i) to finance Investments to
the
extent deemed necessary or appropriate by the General Partner, (ii) to
obtain
Commission Loans and (iii) to invest the proceeds thereof in
additional
Investments and, to the extent permitted, add to Reserves; provided that,
from
and after the date when all Capital Contributions have been invested
or
committed to investment in Investments and Reserves (not exceeding 3% of
Gross
Offering Proceeds), used to pay permitted Front-End Fees or returned to
the
Limited Partners in accordance with the Partnership Agreement, the
Partnership
shall not incur or assume additional Indebtedness in connection with
the
acquisition of any Investment to the extent that the sum of the principal
amount
of such additional Indebtedness plus the aggregate principal amount of
all
Indebtedness then outstanding would exceed 80% of the aggregate Purchase
Price
paid by the Partnership for Investments then held by the Partnership
(inclusive
of the Purchase Price of any Investment after being acquired). Although
the
actual amount of Indebtedness incurred by the Partnership and the terms
thereof
shall depend upon the availability of financing, interest rates and other
costs
to the Partnership, and the General Partner's determination that the
amount
borrowed is desirable in light of the Partnership's investment objectives
and
policies, the General Partner expects that, on average, at least 50% of
the
Partnership's aggregate cost of its Investments will have been supplied
by
Partnership borrowings and existing Indebtedness.
In the exercise of its investment discretion, the General Partner
will
attempt to utilize the optimum amounts of all-cash and leveraged investments
to
maximize the overall investment return to the Limited Partners from
the
Partnership's portfolio of Investments. In employing Indebtedness, the
General
Partner will also seek to balance the Gross Revenues after
appropriate
adjustments for contingencies against the needs of the Partnership (i) to
meet
current and contingent expenses and establish or replenish Reserves, (ii)
to
make cash distributions to Partners, (iii) to pay debt service on
any
Indebtedness incurred to acquire its current assets and (iv) to permit
expansion
of the Partnership's portfolio of Investments to increase future Cash
From
Operations and Cash From Sales. Generally speaking, the "mix" of
the
Partnership's Investments will include (x) fully "leveraged" Leases (all
or
substantially all of the rental revenues of which are expected to be assigned
to
a lender to pay debt service), (y) partially leveraged Investments and
(z)
"unleveraged" Investments, the gross revenues from which, along with excess
cash
flow from the partially leveraged Investments, would be available to
the
Partnership to be applied to discharge its operational and investment
cash
needs. Since the Partnership's "leveraged" Leases are expected to
include a
significant proportion of non-recourse (fully assigned) financings, it is
the
General Partner's objective to ensure that the gross revenues from its
other
partially and fully "unleveraged" Investments together with Reserves and
other
uninvested funds are sufficient at all times to meet the cash needs of
the
Partnership including contingencies such as Lessee or User defaults.
If borrowings are utilized, the General Partner will use its best efforts
to
obtain financing on the most favorable terms available to the Partnership.
All
or a portion of such financing may provide for adjustable interest rates
which,
in periods of rising interest rates, could cause borrowing costs to
increase
without the ability of the Partnership to pass along to the Lessees and Users
of
the related Leases and Financing Transactions all (or perhaps any) of
such
increased costs, thereby reducing Distributable Cash From Operations.
Commission Loans. The Partnership intends to seek to obtain a
Commission
Loan as of each Closing Date in an amount equal to the Sales Commissions
payable
on such Closing Date for the purpose of increasing the total amount of
Gross
Offering Proceeds immediately available for Investments. As a result,
the
General Partner expects that by obtaining Commission Loans the Partnership
will
(i) increase its total revenue-generating Investments over the life of
the
Partnership and the amount of Distributable Cash From Sales upon liquidation
of
the Partnership's Investments and (ii) produce Cash From Operations
available
for distribution to the Limited Partners in excess of the sum of (A)
principal
and interest payments on the Commission Loans and (B) all related
Front-End
Fees. Generally speaking, the Partnership expects that, as of each Closing
Date,
it will be able to obtain a short-term Commission Loan at rates of
interest
approximating the most favorable short-term business borrowing rates (or
the
"prime rate") applicable to loans of such length on such Closing Date;
provided,
however, that (x) no Commission Loan shall have a term in excess of two
years
from the date of such Commission Loan and (y) the Partnership shall not
incur
any Commission Loan unless the Partnership realizes excess Cash From
Operations
(as described in clause (ii) above) as a result thereof. Since the
Partnership's
total payments of principal of, and interest on, any such Commission Loans
would
exceed the corresponding amounts of Commissions paid therewith by the amount
of
interest paid on any such Loans, the General Partner expects to
utilize
Commission Loans only when, it has determined that an opportunity exists to
use
such borrowings to obtain Investments which have contractual payments at
least
equal to the total payments of principal of, and interest on, the
corresponding
Commission Loans.
Usury Laws. Equipment leases have on occasion been held by the courts to
be
loan transactions subject to state usury laws. In addition, the
Partnership
expects that all Financing Transactions will be subject to state usury
laws.
Severe penalties, including loss of interest and treble damages, may be
imposed
in connection with a violation of such usury laws. Although the Partnership
will
seek to structure its Leases and Financing Transactions in such a manner as
to
avoid application of the usury laws of any state or other jurisdiction in
which
it conducts its operations, a court could construe a transaction which
the
Partnership believes to be exempt from, or in compliance with, applicable
usury
laws to be a loan in violation of such usury laws and there can be no
assurance
that some of the amounts which the Partnership receives on its Investments
may
not be characterized as interest charges and fees which are held to be
usurious.
Cash Distributions to Partners
Monthly Cash Distributions. Section 8.1(a) of the Partnership
Agreement
provides that each Limited Partner is entitled to receive monthly
cash
distributions computed as provided in this paragraph. Such distributions will
be
made for the period which begins with his or her admission to the
Partnership
and ending with the expiration or termination of the Reinvestment Period
(the
period of active investment and reinvestment by the Partnership which will
end
five (5) years after the Partnership's Final Closing Date (or no later
than
November 9, 2002) unless the General Partner elects to extend such Period
(in
which case such Period will end no more than eight (8) years after the
Final
Closing Date or no later than November 9, 2005) to the extent that
Distributable
Cash From Operations and Distributable Cash From Sales are sufficient for
such
purpose. The annual amount of such distributions will be computed by
multiplying
10.75% by such Limited Partner's original Capital Contribution reduced by
any
portion thereof which has been (A) returned to such Limited Partner pursuant
to
Section 8.6, or (B) redeemed by the Partnership pursuant to Section 10.5,
of
this Agreement. A ratable portion (i.e., one-twelfth) of such
annual
distribution amount shall be payable monthly. Such distributions, if made,
will
reduce the amount of money that may be reinvested by the Partnership.
Since
Distributable Cash From Operations or From Sales represents all cash
from
operations or from sales, as the case may be, less Partnership expenses
(the
timing and amounts of which are expected to be largely non-disretionary)
and
moneys which the General Partner determines in its discretion to (i) set
aside
as Reserves (which must be maintained at a minimum of 1% of Gross
Offering
Proceeds) and (ii) reinvest in additional Partnership Investments, decisions
by
the General Partner to establish additional Reserves or to make Investments,
or
both, might effect the ability of the Partnership to make such distributions.
As
noted in this Section in the "--Reinvestment of Undistributed Cash in
Additional
Equipment, Leases, and Financing Transactions" Subsection, the
Partnership's
ability to make cash distributions to its Limited Partners may be subject
to
certain restrictions imposed upon the Partnership by its banks or other
lenders.
Such cash distributions will be noncumulative; meaning that,
if
Distributable Cash From Operations and Distributable Cash From Sales
are
insufficient in any calendar month to pay the full amount of such
distributions,
only the actual amount thereof is required to be distributed. Such
cash
distributions will also computed on a non-compounded basis; meaning that
the
principal amount upon which such cash distributions is computed will not
be
increased as the result of the inability of the Partnership to distribute
any
monthly portion of such annual amounts, or reduced by any of such
distributions
actually made, in any prior period. It is expected that a substantial portion
of
all of such cash distributions (e.g. the portion thereof which exceeds
taxable
income for GAAP purposes) will be treated as a return of Limited
Partners'
originally invested capital) and that the balance of such distributions will
be
treated as a return thereon (e.g. the portion thereof which equals
taxable
income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides that each
Limited
Partner is entitled to receive monthly cash distributions (if the
distributions
described above are not adequate) in amounts which would permit the
Limited
Partners to pay federal, state and local income taxes resulting from
Partnership
Operations (assuming that all Limited Partners are subject to income taxation
at
a 31% cumulative tax rate on taxable distributions for GAAP purposes).
Such
distributions will be made to the extent that Distributable Cash From
Operations
and Distributable Cash From Sales are sufficient for such purpose.
While it is the Partnership's objective to make all such monthly
cash
distributions, no prediction can be made as to what level of distributions
or
return on investment, if any, will be achieved.
It is anticipated that distributions of Cash From Operations and Cash
From
Sales, if available, will be made monthly (approximately 15 days after the
end
of each month), commencing in the first full month following the Initial
Closing
Date. The monthly distribution of Cash From Operations and Cash From Sales
is
subject to the availability of funds and, accordingly, there can be no
assurance
that any such anticipated monthly distributions will be made or that any or
all
of the Capital Contributions of the Limited Partners will be returned out
of
Cash From Operations and/or Cash From Sales.
First Cash Distributions to the Limited Partners. Section 6.4(g) of
the
Partnership Agreement (Exhibit A) provides that unless each Limited Partner
has
received distributions equal to 8.0% as a percentage of such Limited
Partner's
Capital Contribution (as reduced by any amounts of uninvested capital
returned
to such Limited Partner pursuant to Section 8.6 of the Partnership Agreement
and
by any amount paid to such Limited Partner in redemption of such
Limited
Partner's Units) (the "First Cash Distributions"), the Management Fees
otherwise
payable on a monthly basis to the General Partner in its capacity as
Manager
shall be deferred and shall be paid without interest upon the earlier to
occur
of (i) receipt by the Limited Partners of all current and accrued but
unpaid
First Cash Distributions or (ii) expiration of the Reinvestment Period.
In addition, Section 8.1 of the Partnership Agreement provides that
upon
Payout (see Section 17 of the Partnership Agreement for a definition of
such
term) of Limited Partners' Capital Contributions and an economic return
thereon,
the General Partner is entitled to an increase from 1% to 10% of Cash
From
Operations and Cash From Sales when cash distributions to the limited
Partners
upon Payout (i.e. the time when cash distributions in an amount equal to the
sum
of the Limited Partners' (i) capital contributions and (ii) an 8.0%
cumulative
annual return thereon, compounded daily, have been made), distributions
of
Distributable Cash From Sales shall be made 99% to the Limited Partners and
1%
to the General Partner and that, after Payout, distributions of
Distributable
Cash From Sales shall be tentatively attributed 90% to the Limited Partners
and
10% to the General Partner. Section 8.1 goes on to provide that,
distributions
shall continue to be made 99% to the Limited Partners and 1% to the
General
Partner until the earlier of (i) the time when the total cash distributions
made
to each Limited Partner equal 150% of his or her original Capital
Contribution
(reduced by any amounts paid to him or her (A) as a return of uninvested
Capital
Contributions and (B) in redemption of Units pursuant to the
Partnership
Agreement) or (ii) upon liquidation of the Partnership. The increased share
of
Distributable Cash From Operations tentatively attributed to the General
Partner
but not actually distributed to it because of the proviso in the
preceding
sentence shall accrue, without interest, and be paid to the General Partner
out
of the first Distributable Cash From Operations available to the
Partnership
after the earlier of (i) the time when the total cash distributions made to
each
Limited Partner equal 150% of his or her original Capital Contribution
(reduced
by any amounts paid to him or her (A) as a return of uninvested
Capital
Contributions and (B) in redemption of Units pursuant to the
Partnership
Agreement) or (ii) upon liquidation of the Partnership.
It is the objective of the Partnership to make the First Cash
Distributions
regardless of the number of Units sold, subject only to the
limitations
described in "--Monthly Cash Distributions." A portion of such distributions
may
represent a return of Capital Contributions recovered in the form
of
depreciation deductions on the Equipment and the balance of such
distributions
may represent investment income on such Capital Contribution in the form
of a
Limited Partner's proportionate share of net taxable income of the
Partnership
for such taxable year. Because neither the Partnership nor the General
Partner
or any of its Affiliates had acquired any Equipment, Leases or
Financing
Transactions as of the date of this Prospectus, it is not possible to
predict
what proportion of such distributions may consist, from month-to-month
during
the Reinvestment Period, of a return of, or investment income on, capital.
See
Tables III and IV of Exhibit B hereto for Prior Performance of the Prior
Public
Programs which contain past performance information with regard to
cash
distributions made for such Programs (which information is not
necessarily
indicative of either such Programs' or the Partnership's future performance
as
to the amount, if any, of such future distributions or the relative
composition
thereof from year to year.)
Each cash distribution may consist, in whole or in part, of (1)
an
investor's pro rata share of the partnership's net income generated
from
operations, after deduction or amortization of non-cash expenses (such
as
depreciation and initial direct costs) and cash expenses (such as interest
on
indebtedness), (as determined under generally accepted accounting
principles
("gaap")) and/or (2) a return of investors' original capital investment
(on a
GAAP basis).
A material portion of each cash distribution may consist of a
distribution
of an investor's original capital investment which, under GAAP, is deemed to
be
that portion of cash distributions which are not attributable to partnership
net
income for the period of the distribution, irrespective of whether
such
distributions have in fact been paid from cash from current or past
operations.
Accordingly, cash distributions received by a limited partner may not, in
all
instances, be characterized solely or primarily as investment income earned
on
such limited partner's investment in the partnership. The
partnership
anticipates that it will receive gross revenues (e.g., rent or debt
payments)
from all of its financing transactions and the majority of its leases over
the
respective terms of each such investment in an amount equal to the sum of
(1)
the purchase price of such financing transactions and the equipment subject
to
such leases plus (2) investment income earned on such investments.
Additionally,
the partnership expects that the proceeds from sale or other disposition of
the
partnership's equipment (which is expected to occur at the end of
each
respective lease of such equipment) will be significantly less than
the
partnership's original purchase price of such equipment in large part
because
the partnership's equipment is expected to rapidly decline in value
(i.E.,
Generally be fully depreciated over a three to five year period).
Accordingly,
the success of the partnership in realizing both a return of capital
and
investment income on its investments in its equipment will depend heavily
on:
(1) its ability to (a) generate significant operating cash flow from
its
equipment during the terms of the leases of such equipment and (b)
reinvest a
substantial portion of its net cash flows (after distributions to investors)
and
equipment sale proceeds in additional equipment during the reinvestment
period
and (2) the residual value which it realizes from its entire equipment
portfolio
during and after the reinvestment period (which is expected to end within
five
to eight years after the Partnership's Final Closing Date). See
"RISK
FACTORS--Partnership and Investment Risks--Residual Value of Equipment" and
the
"General--Investment Objectives" and "--Acquisition Policies and
Procedures"
subsections in this Section. There can be no assurance that investors
will
receive the return of their entire original capital investment in
the
partnership or any investment income on such investment.
There can be no assurance that the partnership will be successful in
meeting
any of its objectives, or that such objectives will be attained at all.
Distribution of Cash From Sales of the Partnership's Investments. After
the
Reinvestment Period, it is an objective of the Partnership to sell or
otherwise
dispose of its Equipment and liquidate all its investments in
Financing
Transactions and to distribute substantially all the proceeds
therefrom
("Distributable Cash From Sales") together with Reserves and other Cash
From
Operations and Cash From Sales not previously distributed to its Partners,
less
the estimated costs and expenses and projected disbursements and
reserves
required for prompt and orderly termination of the Partnership and the
payment
of deferred Management Fees and Subordinated Remarketing Fees, which in
each
case have accrued but not been paid (if any). In the event the
Reinvestment
Period ends before the fifth anniversary of the Final Closing Date,
the
Partnership expects to distribute a greater portion of Cash From Sales
rather
than reinvesting substantially all such funds in additional Investments.
During
the liquidation phase of the Partnership, it is expected that distributions
will
ultimately decrease relative to the annual cash distribution objectives for
the
Reinvestment Period, because as Investments are liquidated there will be
less
Equipment and Financing Transactions available to generate Cash From
Operations.
See "RISK FACTORS--Partnership and Investment Risks--Residual Value
of
Equipment." Distributions made after the Reinvestment Period will depend
upon
results of operations, Cash From Sales of the Partnership's Investments, and
the
amount of Cash From Operations (if any) which the Partnership derives from
the
operation of its remaining Investments (if any) during such period.
There can be no assurance that the Partnership will be successful in
meeting
its objectives with regard to Monthly Cash Distributions, First
Cash
Distributions or Distributions of Cash From Sales within the time
periods
contemplated, or that such objectives will be met at all. See
"RISK
FACTORS--Partnership and Investment Risks--Residual Value of Equipment."
While
it is the Partnership's objective to make monthly cash distributions,
no
prediction can be made as to what level of distributions or return
on
investment, if any, will be achieved.
The Partnership expects that the principal investment return from
an
investment in Units will derive from such cash distributions rather than
from
tax benefits. The Partnership is not intended to be a "tax shelter."
However,
the Partnership will register as a "tax shelter" with the Service for
the
reasons discussed in "FEDERAL INCOME TAX CONSEQUENCES--Registration,
Interest
and Penalties -- Tax Shelter Registration."
Reinvestment of Undistributed Cash in Additional Equipment, Leases, and
Financing Transactions
During the Reinvestment Period, the Partnership intends to
reinvest
substantially all undistributed (1) Cash From Operations and (2) Cash From
Sales
as well as (3) proceeds of non-recourse and recourse financing of the streams
of
rents from its Leases which are not needed to pay current obligations
in
additional Equipment, Leases and Financing Transactions. To the extent
the
Partnership reinvests Cash From Operations or Cash From Sales in additional
or
replacement Investments, the Partnership intends to make sufficient
cash
distributions to the Limited Partners during the Reinvestment Period to
enable
them to pay when due their respective federal income taxes on such Cash
From
Operations and Cash From Sales (assuming each Limited Partner is in the
highest
marginal federal income tax bracket, determined without regard to surtaxes,
if
any). The Partnership's ability to make cash distributions to its
Limited
Partners may be subject to certain restrictions imposed upon the Partnership
by
its banks or other lenders.
The Cash From Sales realized by the Partnership from the sale or
other
disposition of an item of Equipment (including indemnity and insurance
payments
arising from the loss or destruction of the Equipment), after the payment of,
or
provision for, all related Partnership liabilities, may be reinvested at
the
sole discretion of the General Partner, during the Reinvestment Period.
FEDERAL INCOME TAX CONSEQUENCES
Summary
THIS SECTION ADDRESSES THE MATERIAL FEDERAL INCOME TAX CONSEQUENCES OF
AN
INVESTMENT IN THE PARTNERSHIP FOR AN INDIVIDUAL TAXPAYER. PROSPECTIVE
INVESTORS
ARE URGED TO CONSULT THEIR TAX ADVISORS, SINCE TAX CONSEQUENCES WILL NOT BE
THE
SAME FOR ALL INVESTORS AND ONLY BY A CAREFUL ANALYSIS OF A
PROSPECTIVE
INVESTOR'S PARTICULAR TAX SITUATION CAN AN INVESTMENT IN THE PARTNERSHIP
BE
EVALUATED PROPERLY. IN PARTICULAR, INVESTORS WHICH ARE TRUSTS,
CORPORATIONS,
TAX-EXEMPT ORGANIZATIONS (SUCH AS EMPLOYEE BENEFIT PLANS), OR ANY
OTHER
INVESTORS WHICH ARE NOT DOMESTIC INDIVIDUAL TAXPAYERS SHOULD UNDERSTAND THAT
THE
TAX CONSEQUENCES OF AN INVESTMENT IN THE PARTNERSHIP ARE LIKELY TO
DIFFER,
PERHAPS MATERIALLY, FROM THE PRINCIPAL TAX CONSEQUENCES OUTLINED IN
THIS
SECTION. SEE "-- FOREIGN INVESTORS," "-- TAX TREATMENT OF CERTAIN TRUSTS
AND
ESTATES," "-- TAXATION OF EMPLOYEE BENEFIT PLANS AND OTHER
TAX-EXEMPT
ORGANIZATIONS" AND "-- CORPORATE INVESTORS." STATE AND LOCAL TAX
CONSEQUENCES
MAY ALSO DIFFER FROM THE FEDERAL INCOME TAX CONSEQUENCES DESCRIBED BELOW.
SEE
"-- STATE AND LOCAL TAXATION."
For federal income tax purposes, a partnership is treated as a
"pass
through" entity as to which the partners, and not the partnership, pay tax
on
partnership income and deduct losses incurred by the partnership. The
Limited
Partners will report on their federal income tax returns their share of
the
income, gain, loss and deduction incurred by the Partnership and pay the tax
on
their share of any resulting taxable income generated by the Partnership.
The
most substantial tax risk to the Limited Partners is that the Partnership
will
not be treated as a partnership or will be treated as a "publicly
traded
partnership." In either event, the Partnership would have to pay tax
on
Partnership income and the Limited Partners may be subject to a further tax
on
distributions from the Partnership. Tax Counsel are of the opinion that
the
Partnership will be treated as a partnership and will not be treated
as a
"publicly-traded partnership."
The General Partner expects that the items of income and loss generated
by
the Partnership will be treated as either "passive" or "portfolio" income
and
losses for federal income tax purposes. Limited Partners will not be able to
use
any "passive" losses produced by the Partnership to offset either
"ordinary
income" (such as salaries and fees) or "portfolio" income (such as dividend
or
interest income).
The overwhelming majority of the Partnership's income is expected to
be
generated from leasing activities. The General Partner expects its leases to
be
treated as such for federal income tax purposes and will attempt to have
its
leasing activities comply with any requirements necessary to achieve
such
treatment. If the Service were successfully to challenge such tax treatment,
the
amount and timing of taxable income or loss to the Limited Partners may
be
adversely affected.
Opinion of Tax Counsel
The Partnership has obtained an opinion from Whitman Breed Abbott &
Morgan,
Tax Counsel to the General Partner, concerning the Partnership's
classification
as a partnership for federal income tax purposes. See "-- Classification
as a
Partnership." The opinion states further that the summaries of federal
income
tax consequences to individual holders of Units and to certain
tax-exempt
entities, including qualified plans, set forth in this Prospectus under
the
headings "RISK FACTORS--Federal Income Tax Risks" and "FEDERAL INCOME
TAX
CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS" have been reviewed by
Tax
Counsel and that, to the extent such summaries contain statements or
conclusions
of law, Tax Counsel are of the opinion that such statements or conclusions
are
correct under the Internal Revenue Code, as presently in effect, and
applicable
current and proposed Treasury Regulations, current published
administrative
positions of the Service contained in Revenue Rulings and Revenue Procedures
and
judicial decisions.
The opinion of Tax Counsel is based upon facts described in this
Prospectus
and upon facts that have been represented by the General Partner to Tax
Counsel.
Any alteration of such facts may adversely affect the opinion
rendered.
Furthermore, as noted above, the opinion of Tax Counsel is based upon
existing
law, which is subject to change, either prospectively or retroactively.
Each prospective investor should note that the tax opinion represents
only
Tax Counsel's best legal judgment and has no binding effect or official
status
of any kind. There can be no assurance that the Service will not challenge
the
conclusions set forth in Tax Counsel's opinion.
As of the date of the opinion of Tax Counsel, no Equipment has
been
acquired by the Partnership. Therefore, it is impossible at this time to
opine
on the application of the tax law to the specific facts which will exist
when a
particular item of Equipment is acquired and placed under lease. The issues
on
which Tax Counsel have declined to express an opinion, and the likely
adverse
federal income tax consequences resulting from an unfavorable resolution of
any
of those issues, are set forth below in the following subsections of
this
Section: "-- Allocations of Profits and Losses," "-- Tax Treatment of
the
Leases," "-- Cost Recovery," and "-- Limitations on Cost Recovery Deductions."
Classification as a Partnership
The Partnership has not applied, and does not intend to apply, for a
ruling
from the Service that it will be classified as a partnership and will not
be
treated as an association taxable as a corporation for federal income
tax
purposes.
The Partnership has received an opinion of Tax Counsel that, under
current
federal income tax laws, case law and administrative regulations and
published
rulings, the Partnership will be classified as a partnership and not as
an
association taxable as a corporation. Unlike a tax ruling, however, an
opinion
of Tax Counsel has no binding effect on the Service or official status of
any
kind, and no assurance can be given that the conclusions reached in the
opinion
would be sustained by a court if contested by the Service. In the absence
of a
tax ruling, there can be no assurance that the Service will not attempt to
treat
the Partnership as an association taxable as a corporation.
The opinion of Tax Counsel is based, in part, on representations of
the
General Partner to the effect that: (1) the Partnership has been organized
and
will be operated in substantial compliance with applicable state
statutes
concerning limited partnerships, (2) the General Partner has and will
maintain
throughout the life of the Partnership a net worth (not including its
interests
in the Partnership or in other partnerships in which it is a general partner)
at
all times equal to at least $1,000,000, (3) the Partnership's activities will
be
conducted in accordance with the provisions of the Partnership Agreement;
(4)
the interest of the General Partner in each material item of Partnership
income,
gain, loss, deduction or credit is equal to at least one percent of each
such
item, except for temporary allocations, if any, required under Section 704(b)
or
(c) of the Code; and (5) neither the General Partner nor any person or group
of
persons who has a direct or indirect interest in the General Partner (by
reason
of direct or indirect stock ownership, a creditor-debtor relationship or
an
employer-employee relationship, or otherwise) will at any time own,
individually
or in the aggregate, more than one percent of the Units in the Partnership.
For purposes of issuing advance rulings as to the tax status of a
limited
partnership that has a corporation as its sole general partner, the Service
has
set forth certain guidelines, including a net worth requirement for the
general
partner. The General Partner currently does not satisfy the Service's net
worth
requirement for an advance ruling. Accordingly, the Partnership would be
unable
to obtain an advance ruling that it will be classified as a partnership
for
federal income tax purposes. The Partnership's inability to satisfy
the
Service's advance ruling guidelines does not affect Tax Counsel's opinion as
to
the classification of the Partnership as a partnership for federal income
tax
purposes.
If the Partnership is or at any time hereafter becomes taxable
as a
corporation, it would be subject to federal income tax at the tax rates
and
under the rules applicable to corporations generally. The major consequences
of
being treated as a corporation would be that Partnership losses would not
be
passed through to the Partners, and Partnership income could be subject
to
double tax. Corporations are required to pay federal income taxes on
their
taxable income and corporate distributions are taxable to investors at
ordinary
income tax rates to the extent of the corporation's earnings and profits and
are
not deductible by the corporation in computing its taxable income. If
the
Partnership at any time is taxable as a corporation, and particularly
should
that occur retroactively, the effects of corporate taxation could
have a
substantial adverse effect on the after-tax investment return of
investors.
Furthermore, a change in the tax status of the Partnership from a partnership
to
an association taxable as a corporation would be treated by the Service
as
involving an exchange. Such an exchange may give rise to tax liabilities for
the
Limited Partners under certain circumstances (e.g., if the Partnership's
debt
exceeds the tax basis of the Partnership's assets at the time of such
exchange)
even though they might not receive cash distributions from the Partnership
to
cover such tax liabilities.
Publicly Traded Partnerships
Certain limited partnerships may be classified as publicly
traded
partnerships ("PTPs"). If a partnership is classified as a PTP (either
at
inception or as a result of subsequent events) and derives less than 90% of
its
gross income from qualified sources (such as interest and dividends, rents
from
real property and gains from the sale of real property) it will be taxed
as a
corporation. A PTP is defined as any partnership in which interests are
traded
on an established securities market or are readily tradeable on a
secondary
market or the substantial equivalent of such market. Units in the
Partnership
are not currently traded on an established securities market (and the
General
Partner does not intend to list the Units on any such market). Units are
also
not readily tradeable on a secondary market nor are they expected to be in
the
future. Therefore, the Partnership will be a PTP only if the Units
become
"readily tradeable on the substantial equivalent of a secondary market."
Limited partnership interests may be "readily tradeable" if they
are
regularly quoted by persons who are making a market in the interests or
if
prospective buyers and sellers of the interests have a readily
available,
regular and ongoing opportunity to buy, sell or exchange interests in a
market
that is publicly available, in a time frame which would be provided by a
market
maker, and in a manner which is comparable, economically, to trading on
an
established securities market. Limited partnership interests are not
"readily
tradeable" merely because a general partner provides information to
partners
regarding partners' desires to buy or sell interests to each other or if
it
arranges occasional transfers between partners.
The Service has provided certain safe harbor tests relating to PTP
status
in Internal Revenue Service Notice 88-75. If the trading of interests
in a
partnership falls into one of the safe harbor tests, then interests in
the
partnership will not be considered to be traded on a substantial equivalent
of a
secondary market and the partnership will not be treated as a PTP. Safe
harbor
tests include the "5% safe harbor" test and the "2% safe harbor"
test. A
partnership satisfies the "5% safe harbor" test if the partnership
interests
that are sold or otherwise disposed of during the taxable year do not exceed
5%
of the total interests in partnership capital or profits. Certain
transfers
("Excluded Transfers") are excluded from the 5% "safe harbor" test,
including
transfers at death, transfers between certain family members and block
transfers
(i.e., transfers by a single partner within a 30-day period of
interests
representing in the aggregate more than 5% of the total interests in
partnership
capital or profits). In the case of the "2% safe harbor" test, annual
transfers
of interests may not exceed 2% of the total partnership capital or profits.
In
addition to Excluded Transfers, for the "2% safe harbor" test,
transfers
pursuant to a "matching service" are not counted. "Matching service"
transfers
include (1) a notice to potential buyers of the availability of
partnership
interests if the sale of such interest is delayed at least 15 days after
the
date the matching service is advised of such availability (the "contact
date");
(2) closing of a sale does not occur prior to 45 days after the contact
date;
(3) information relating to interests for sale is removed from the
matching
service within 120 days after the contact date; (4) once removed, an
investor's
interest is not re-entered into the matching service for at least 60 days;
and
(5) the total partnership interests sold or disposed of (other than
Excluded
Transfers) during the taxable year do not exceed 10% of the total interests
in
partnership capital and profits. A failure to satisfy one of the specified
safe
harbor tests does not give rise to a presumption that interests are
readily
tradeable on a secondary market or the substantial equivalent thereof.
On May 2, 1995, the Service issued proposed regulations relating to
the
definition of a PTP which would (1) modify the safe harbor tests relating to
PTP
status which are contained in Internal Revenue Service Notice 88-75 and
(2)
provide other guidance on the circumstances under which interests
in a
partnership will be treated as publicly traded. Until the proposed
regulations
are finalized, the safe harbor rules, as contained in Notice 88-75 and
as
discussed herein, will remain in effect.
In lieu of the 5 percent and 2 percent safe harbors contained in
Notice
88-75, the proposed regulations would provide a more limited de minimis
trading
exclusion. The proposed regulations provide that interests in a partnership
are
not readily tradable on the substantial equivalent of a secondary market if
the
sum of the percentage interests in partnership capital or profits
transferred
during the taxable year of the partnership does not exceed 2 percent of
the
total interests in partnership capital or profits. All transfers of
partnership
interests are taken into account except for (1) private transfers
(e.g.
transfers at death and transfers between family members), (2) transfers
pursuant
to qualifying redemption and purchase agreements and (3) transfers pursuant
to a
qualified matching service. The qualified matching service exclusion
contained
in the proposed regulations are similar to the matching service
exclusion
described above (and set forth in Notice 88-75) but contain
certain
modifications designed to prevent a qualified matching service from operating
as
the substantial equivalent of a secondary market. Finally, the 2% rule
contained
in the proposed regulations differs from the percentage safe harbors in
Notice
88-75 because the 2% rule applies only for purposes of determining
whether
partnership interests are readily tradable on the substantial equivalent
of a
secondary market and does not apply in determining whether interests are
readily
tradable on a secondary market. Thus, the 2% rule does not apply to
partnerships
with interests traded under a mechanism that provides for firm-quotes trading.
In the opinion of Tax Counsel, the Partnership will not be treated
as a
PTP. For the purpose of this opinion, Tax Counsel has received a
representation
from the General Partner that the Units will not be listed on a
securities
exchange or NASDAQ and that, acting in accordance with Section 10.2(c) of
the
Partnership Agreement, the General Partner will refuse to permit any
assignment
of Units which violates the "safe harbor" tests described above. See
"TRANSFER
OF UNITS--Restrictions on the Transfer of Units."
If the Partnership were classified as a PTP it would be treated for
federal
income tax purposes as an association taxable as a corporation unless 90%
or
more of its income were to come from certain "qualified sources." The
business
of the Partnership will be the leasing and financing of personal (not
real)
property. Thus, its income would not be from such qualified sources. The
major
consequences of being treated as a corporation would be that Partnership
losses
would not be passed through to the Partners, and Partnership income could
be
subject to double tax. Corporations are required to pay federal income taxes
on
their taxable income and corporate distributions are taxable to investors
at
ordinary income tax rates to the extent of the corporation's earnings
and
profits and are not deductible by the corporation in computing its
taxable
income. If the Partnership at any time is taxable as a corporation,
and
particularly should that occur retroactively, the effects of corporate
taxation
could have a substantial adverse effect on the after-tax investment return
of
investors. Furthermore, a change in the tax status of the Partnership
from a
partnership to an association taxable as a corporation would be treated by
the
Service as involving an exchange. Such an exchange may give rise to
tax
liabilities for the Limited Partners under certain circumstances (e.g., if
the
Partnership's debt exceeds the tax basis of the Partnership's assets at the
time
of such exchange) even though they might not receive cash distributions from
the
Partnership to cover such tax liabilities. See "-- Classification
as a
Partnership" and "-- Sale or Other Disposition of Partnership Interest" in
this
Section.
Taxation of Distributions
If the Partnership is classified as a partnership for federal income
tax
purposes, it will not be subject to federal income tax. Each Partner will
be
required to report on his federal income tax return his share of the
income,
gains, losses, deductions and credits of the Partnership for each year.
The Partnership will report its operations on an accrual basis for
federal
income tax purposes using a December 31 fiscal year and will file an
annual
partnership information return with the Service. Each Limited Partner will
be
furnished with all information with respect to the Partnership necessary
for
preparation of his federal income tax return within 75 days after each
fiscal
year end.
Cash distributions to a Limited Partner in any year may be greater or
less
than his share of the Partnership's taxable income for such year.
Distributions
in excess of income will not be taxable to the Limited Partner but will
first
reduce the tax basis for his Units (as increased or decreased by such
Limited
Partner's allocable share of Partnership income or loss for the year in
which
such distributions occur) to the extent thereof. Any cash distributions
in
excess of his basis will then be taxable to such Limited Partner, generally
as
capital gains, provided the Units are capital assets in the hands of the
Limited
Partner.
To the extent that the principal amount of the Partnership's
indebtedness
is repaid from cash derived from rentals or sales of the
Partnership's
Equipment, the taxable income of a Limited Partner in the Partnership may
exceed
the related cash distributions for such year. Depreciation or other
cost
recovery with respect to Equipment may create a deferral of tax liability
in
that larger cost recovery deductions in the early years may reduce or
eliminate
the Partnership's taxable income in those early years of the
Partnership's
operations. However, this deferral is offset in later years by smaller or
no
depreciation or cost recovery deductions, while an increasingly larger
portion
of the Partnership's income must be applied to reduce debt principal
(thereby,
possibly generating taxable income in excess of cash distributions in
those
years).
Miscellaneous itemized deductions of an individual taxpayer, which
include
investment expenses (such as organizational expenses; see "-- Deductions
for
Organizational and Offering Expenses; Start-Up Costs"), are deductible only
to
the extent they exceed 2% of the taxpayer's adjusted gross income.
Temporary
Regulations prohibit the indirect deduction through partnerships and
other
pass-through entities of an amount that would not be deductible if paid by
the
individual. Thus, these limitations may apply to certain of the
Partnership's
expenses under certain circumstances.
Partnership Income Versus Partnership Distributions
The income reported each year by the Partnership to the Limited
Partners
will not be equivalent to the cash distributions made by the Partnership to
the
Limited Partners. The difference in the two amounts primarily arise from
the
fact that depreciation and other cost recovery deductions reduce
the
Partnership's income but not its cash available for distribution, and
revenues
reinvested by the Partnership or used to repay debt principal will
generally
constitute income even though not distributed to the Limited Partners. See
"--
Taxation of Distributions" and "-- Cost Recovery."
Allocations of Profits and Losses
As a general rule, during the Reinvestment Period, 99% of the
Partnership's
Profits (including, inter alia, taxable income and gains and items thereof,
and
items of revenue exempt from tax) will be allocated among the Limited
Partners
in proportion to their respective numbers of Units and 1% will be allocated
to
the General Partner, until the later of such time as (1) each Limited
Partner's
Adjusted Capital Contribution (i.e., such Limited Partner's Capital
Contribution
reduced by distributions from the Partnership that are in excess of such
Limited
Partner's 8% Cumulative Return) is reduced to zero and (2) each Limited
Partner
has been allocated Profits equal to the sum of (i) such Limited
Partner's
aggregate 8% Cumulative Return plus (ii) any Partnership Losses
previously
allocated to such Limited Partner. Thereafter the Partnership's Profits will
be
allocated after 90% among the Limited Partners in proportion to their
respective
numbers of Units and 10% to the General Partner. During the Disposition
Period,
the Partnership's Profits first will be allocated to all Partners in the
amount
necessary to eliminate any deficits in their capital accounts, and,
thereafter,
will be allocated as described above.
As a general rule, 99% of the Partnership's Losses (including, inter
alia,
tax losses and deductions and items thereof, and items of expense that are
not
deductible for federal income tax purposes) will be allocated among the
Limited
Partners in proportion to their respective numbers of Units and 1% will
be
allocated to the General Partner throughout the term of the Partnership .
A partner's share of any item of income, gain, loss, deduction, or
credit
is determined by the partnership agreement, unless the allocation set
forth
therein does not have "substantial economic effect." If an allocation made
by a
partnership does not have substantial economic effect, the partner's share
of
any such item will be determined in accordance with the partner's "interest
in
the Partnership," taking into account all the facts and circumstances.
An allocation of partnership income, gain, loss, deduction, or
credit
provided for in a partnership agreement will generally be upheld if: (a)
the
allocation has "substantial economic effect," or (b) the partners can show
that,
taking into account all facts and circumstances, the allocation is
"in
accordance with the partner's interest in the partnership" or (c) the
allocation
is "deemed" to be in accordance with the partner's interest in the
partnership
under special rules requiring that partners receiving allocations of losses
and
deductions which the partnership was able to generate as a result of,
inter
alia, purchasing assets with borrowed money, be "charged back" income and
gain
to the extent that such income and gain is generated by the assets
that
generated such losses and deductions ("minimum gain charge-back").
The determination of substantial economic effect is to be made at the
end
of each of the partnership's taxable years. In general, the regulations
provide
that in order for an allocation to have "economic effect," among other
things:
(a) the allocation must be appropriately reflected by an increase or decrease
in
the dollar amount of the relevant partner's capital account; (b)
liquidation
proceeds must be distributed in accordance with the partners' capital
account
balances; and (c) either (i) upon liquidation of the partnership, any
partner
with a deficit balance in his capital account must be required to restore
the
deficit amount to the partnership, which amount will be distributed to
partners
in accordance with their positive capital account balances or paid to
creditors
or (ii) in the absence of an obligation to restore such deficit, the
partnership
agreement must contain a "qualified income offset" provision pursuant to
which a
partner who is allocated losses and deductions by the partnership which cause
or
increase a capital account deficit must be allocated income and gains as
quickly
as possible so as to eliminate any deficit balance in his capital accounts
that
is greater than any amount that he is, in fact, obligated to restore. For
this
purpose, capital accounts are required to be kept in accordance with certain
tax
accounting principles described in the regulations.
The economic effect of an allocation is deemed to be "substantial" if
there
is a reasonable possibility that the allocation will affect substantially
the
amount to be received by the partners from the partnership, independent of
tax
consequences. An economic effect is not considered substantial if, at the
time
the allocation becomes part of the partnership agreement, (1) at least
one
partner's after-tax consequences may, in present value terms, be
enhanced
compared to such consequences if the allocation were not contained in
the
partnership agreement and (2) there is a strong likelihood that the
after-tax
consequences of no partner will, in present value terms, be
substantially
diminished compared to such consequences if the allocation were not contained
in
the partnership agreement. The regulations state that, in determining
after-tax
consequences, the partner's tax attributes that are unrelated to the
partnership
will also be taken into account.
The Partnership Agreement requires that (1) all allocations of
revenues,
income, gain, costs, expenses, losses, deductions and distributions be
reflected
by an increase or decrease in the relevant Partners' capital accounts, (2)
all
Partners who are allocated losses and deductions generated by assets
acquired
with borrowed money be charged back income and gains generated by such
assets,
and (3) although no Limited Partner having a deficit balance in his
Capital
Account after the final liquidating distribution will be required to make a
cash
contribution to capital in the amount necessary to eliminate the deficit,
the
Partnership Agreement does contain a provision for a qualified income offset.
The tax benefits of investment in the Partnership are largely dependent
on
the Service's acceptance of the allocations provided under the
Partnership
Agreement. The allocations in the Partnership Agreement are designed to
have
"substantial economic effect." However, because the substantiality of
an
allocation having economic effect depends in part on the interaction of
such
allocation with the taxable income and losses of the Partners derived from
other
sources, Tax Counsel can render no opinion on whether the allocations
of
Partnership income, gain, loss, deduction or credit (or items thereof) under
the
Partnership Agreement will be recognized, and no assurance can be given that
the
Service will not challenge those allocations on the ground that they
lack
"substantial economic effect." If, upon audit, the Service took the
position
that any of those allocations should not be recognized and that position
was
sustained by the courts, the Limited Partners could be taxed upon a portion
of
the income allocated to the General Partner and all or part of the
deductions
allocated to the Limited Partners could be disallowed.
The Partnership will determine its income or loss annually, based
on a
fiscal year ending December 31 and using the accrual basis of accounting.
For
purposes of allocating such income or loss (or items thereof) among
the
Partners, the Partnership will treat its operations as occurring ratably
over
each fiscal year. The Partnership's income and loss (or items thereof) for
any
fiscal year will be allocated among the Limited Partners based on the number
of
Units held by each Limited Partner throughout the fiscal year, or, if
any
Partners hold their Units for less than the entire fiscal year, the portion
of
the fiscal year during which each of such Partners held his Units.
Deductibility of Losses: Passive Losses, Tax Basis and "At Risk" Limitation
Passive Losses
The "passive activity" rules allow taxpayers to deduct their
passive
activity losses only against their passive activity income. Passive
activity
income does not include "portfolio income" such as interest, dividends
and
royalties, and ordinary income such as salary and other compensation
for
personal services. Therefore, taxpayers will generally be required to
segregate
income and loss as follows: "active" trade or business income or loss;
"passive
activity" income or loss; or "portfolio" income or loss. The passive
activity
rules apply to individuals, estates, trusts, personal service corporations
and
certain closely-held corporations (including S corporations).
A "passive activity" is one that involves the conduct of a trade
or
business in which the taxpayer does not materially participate. All
rental
activities generally are considered passive activities. Furthermore, the
status
of limited partners is generally considered passive with respect
to a
partnership's activities.
Accordingly, a Limited Partner's distributive share of Partnership
income
or losses is expected to be characterized as passive activity income or
loss
(except to the extent attributable to portfolio income or loss, such as
interest
earned on Partnership funds pending their investment or reinvestment
in
Equipment). Any loss suspended under the passive activity rules may be
carried
forward indefinitely to offset passive activity income, if any, derived
in
future years, including income generated from the activity producing
the
suspended loss. Additionally, suspended losses may be deducted
against
non-passive income when a taxpayer recognizes gain or loss upon a
taxable
disposition of his entire interest in the passive activity. Finally,
passive
income from the Partnership can be used to absorb losses from other
passive
activities, subject to the rules regarding publicly-traded partnerships.
Losses from a "publicly traded partnership" are treated as passive
activity
losses which may not be used to offset income from any other activity other
than
income subsequently generated by the same "publicly traded partnership."
Income
from a "publicly traded partnership" (to the extent not used to offset
losses
from the same partnership) is generally treated as portfolio income.
The
Partnership has been structured so as to avoid treatment as a "publicly
traded
partnership." However, income or losses from the Partnership may not be used
to
offset losses or income from a Limited Partner's interest in any
other
partnerships which are treated as "publicly traded partnerships."
Tax Basis
A Limited Partner's initial tax basis in his Partnership interest will
be
his capital contribution to the Partnership (i.e., the price he paid for
his
Units). His tax basis will then be increased (or decreased) by his share
of
income (or loss) and by his share of any increase (or decrease) of
Partnership
indebtedness as to which no Partner is personally liable, and reduced by
the
amount of any cash distributions. A Limited Partner may only deduct
his
allocable share of Partnership losses, if any, to the extent of his basis in
his
Units.
"At Risk" Limitation
Generally, taxpayers (including certain closely-held corporations) may
not
deduct losses incurred in most activities, including the leasing of
equipment,
in an amount exceeding the aggregate amount the taxpayer is "at risk" in
the
activity at the close of the Partnership's tax year. Generally, a taxpayer
is
considered "at risk" with respect to an activity to the extent of money and
the
adjusted basis of other property contributed to the activity.
A Limited Partner generally will not be "at risk", and will not be
entitled
to increase the tax basis of his Units, with respect to recourse liabilities,
if
any, of the Partnership (such as trade payables), and he will not be "at
risk"
with respect to nonrecourse liabilities incurred by the Partnership (such
as
amounts borrowed to finance purchases of Equipment), even though
such
nonrecourse liabilities may increase the tax basis of the Units. Thus, a
Limited
Partner's initial amount "at risk" effectively will be the amount of his
capital
contribution to the Partnership. Such amount will be reduced subsequently
by
cash distributions and loss allocations, and increased by allocations
of
Partnership income.
The effect of the "at risk" rules generally is to limit the availability
of
the Partnership's losses to offset a Limited Partner's income from other
sources
to an amount equal to his capital contribution to the Partnership, less
cash
distributions received and allocations of Partnership losses, plus
any
Partnership income allocated to him. Therefore, although the Partnership
may
generate tax losses for a taxable year, the Limited Partners who are subject
to
the "at risk" rules will be unable to use such losses to the extent they
exceed
such Limited Partner's "at risk" amount in computing taxable income for
the
year. Any unused losses may be carried forward indefinitely until such
Limited
Partners have sufficient "at risk" amounts in the Partnership to use the
losses.
Deductions for Organizational and Offering Expenses; Start-Up Costs
The costs of organizing and syndicating the Partnership, as well as
certain
"start-up" costs, may not be deducted currently and must be capitalized.
Section 709 of the Code provides that no current deduction is allowed
to a
partnership for organizational expenses. "Organizational expenses" include
legal
fees incident to the organization of the partnership, accounting fees
for
establishing a partnership accounting system and necessary filing fees.
Such
expenses may be written off ratably over a 60-month period.
Under Section 709, no deduction is allowed at all for any amounts paid
or
incurred to promote or effect the sale of an interest in a
partnership
("syndication expenses"). Syndication expenses may be deducted, if at all,
only
upon liquidation of the Partnership, and then perhaps only as a capital
loss.
"Syndication expenses" include brokerage fees (such as the Underwriting Fees
and
Sales Commissions), registration fees, legal fees of underwriters and
placement
agents and the issuer (the Partnership) for securities advice and
advice
concerning the adequacy of tax disclosures in the offering documents,
accounting
fees for the preparation of information to be included in the
offering
materials, printing and reproduction costs and other selling or
promotional
expenses.
The General Partner will endeavor to treat the organizational, start-up
and
syndication costs of the Partnership in accordance with the foregoing
rules.
However, because there is uncertainty about the distinction between trade
or
business expenses that may be currently deducted and organizational,
start-up
and syndication costs that must be capitalized and either amortized or
deferred,
there can be no assurance that the Service will not challenge the
current
deduction of certain expenses of the Partnership on the grounds that
such
expenses are not currently deductible.
Tax Treatment of the Leases
The availability to Limited Partners of depreciation or cost
recovery
deductions with respect to a particular item of Equipment depends, in part,
upon
the classification of the particular lease of that Equipment as a "true
lease"
of property under which the Partnership is the owner, rather than as a
sale,
financing or refinancing arrangement for federal income tax purposes.
Whether the Partnership is the owner of any particular item of
Equipment
and whether any of its Leases is a "true lease" for federal income tax
purposes
depends upon questions of fact and law. The Service has published guidelines
for
purposes of issuing advance rulings on the tax treatment of "leveraged"
leases.
These guidelines do not purport to be substantive rules of law and are
not
supposed to be applied in audit contexts (although they have been so applied
in
a number of instances).
The Partnership will not request, and probably would not be able to
obtain,
a ruling from the Service that each of its Leases will qualify as such for
tax
purposes, nor is it expected that the General Partner will obtain the advice
of
Tax Counsel with respect to any particular Lease. Moreover, the General
Partner
may determine that the Partnership should enter into specific Leases on
such
terms that the tax treatment of the Leases would be questionable. Should a
Lease
be recharacterized as a sale, financing, or refinancing transaction for
income
tax purposes, a portion of the "rental" income of the Partnership equivalent
to
interest on the amount "financed" under such Lease would be treated as
interest
income, without offset for deductions for depreciation or cost recovery, and
the
balance of such "rental" income would be a tax-free recovery of principal.
The
general result would be increased amounts of taxable income in the initial
years
of the Lease followed by decreased amounts of income in later years.
Whether each Partnership Lease will meet the relevant requirements
and
whether the Partnership otherwise will be treated, for federal income
tax
purposes, as the owner of each item of Equipment acquired by the
Partnership,
will depend on the specific facts in each case, which are undeterminable
because
they will occur in the future. Accordingly, Tax Counsel can render no opinion
on
this issue.
Cost Recovery
In general, equipment of the sort anticipated to be acquired and leased
by
the Partnership is classified as either "3-year property," "5-year property"
or
"7-year property," and may be written off for federal income tax
purposes
(through "cost recovery" or "depreciation" deductions) over its
respective
recovery period using the 200 percent declining-balance depreciation
method,
with a switch to the straight-line method at a time that maximizes
the
deduction. A taxpayer may elect to use a straight-line method of
depreciation. A
"half-year convention" (under which a half-year's depreciation is allowed in
the
year that the property is placed in service) will generally apply in
computing
the first year's depreciation. However, if more than 40% of the aggregate
basis
of depreciable property is placed in service in the last three months of the
tax
year, a "mid-quarter convention" must be used whereunder all property placed
in
service during any quarter of a tax year is treated as placed in service at
the
midpoint of such quarter.
The General Partner expects that the Partnership's Equipment will
consist
primarily of 5-year property. The General Partner intends to claim cost
recovery
deductions with respect to the Partnership's Equipment under the
method(s)
deemed by the General Partner to be in the best interests of the
Partnership,
which generally will be a straight-line method. Whether the Partnership will
be
entitled to claim cost recovery deductions with respect to any particular
item
of Equipment and the applicable method and convention to be used depends
on a
number of factors, including whether the Leases are treated as true leases
for
federal income tax purposes. See "-- Tax Treatment of the Leases" in
this
Section.
The Partnership will allocate all or part of the Acquisition Fees to
be
paid to the General Partner to the cost basis of Equipment on which
cost
recovery is computed. No assurance can be given that the Service will agree
that
the amount of such fee which is so allocated is properly attributable
to
purchased Equipment such that cost recovery deductions based on such
additional
basis are properly allowable. The Service might assert that the Acquisition
Fees
are attributable to items other than the Equipment or are not subject to
cost
recovery at all. If the Service were successful, the cost recovery
deductions
available to the Partnership would be reduced accordingly. Because
the
determination of this issue will depend on the magnitude and type of
services
performed in consideration for these fees, which facts are
presently
undeterminable and may vary in connection with each piece of Equipment
acquired
by the Partnership, Tax Counsel is unable to render an opinion thereon.
Under certain circumstances, a taxpayer will be required to recover
the
cost of an asset over a period longer than the period described above.
Such
circumstances include the use of equipment predominantly outside the
United
States and the use of equipment by a "tax-exempt entity." See "-- Limitations
on
Cost Recovery Deductions."
Limitations on Cost Recovery Deductions
Property Used Predominantly Outside the United States.
The Partnership may own and lease Equipment which is used
predominantly
outside the United States. The cost of such Equipment must be written off
for
federal income tax purposes using the straight line method of depreciation
over
a period corresponding to the Equipment's "ADR Class Life" (which generally
is
longer than the 3-year, 5-year or 7-year periods permitted for other
property)
and the applicable half-year or mid-quarter convention. If the Equipment
does
not have an ADR Class Life, a 12-year period must be used. See "--
Cost
Recovery."
However, certain types of property which are used predominantly outside
the
United States nevertheless qualify for the normal rules discussed in "--
Cost
Recovery" (that is, a shorter depreciable life should be allowable).
The
exceptions include the following: (1) aircraft registered in the United
States
which are operated to and from the United States; (2) certain railroad
rolling
stock which is used within and without the United States; (3) vessels
documented
under the laws of the United States which are operated in the foreign
or
domestic commerce of the United States; and (4) containers of a United
States
person which are used in the transportation of property to and from the
United
States. It is not presently determinable whether any Equipment owned and
leased
by the Partnership will be in any of these categories.
Tax-Exempt Leasing.
The Partnership may lease Equipment to certain tax-exempt
entities.
Property leased to tax-exempt entities ("tax-exempt use property") must
be
written off for federal income tax purposes using the applicable half-year
or
mid-quarter convention and applying the straight line method of
depreciation
over a period corresponding to the longer of (i) the Equipment's "ADR
Class
Life" (which generally is longer than the 3-year, 5-year or 7-year
periods
permitted for other property) and (ii) or 125% of the term of the lease.
The
term of a lease will include all options to renew as well as certain
successive
leases, determined under all of the facts and circumstances. The use of
property
by a tax-exempt entity at any point in a chain of use results in
its
characterization as tax-exempt use property (e.g., a sublease
by a
non-tax-exempt lessee to a tax-exempt sublessee).
The definition of a "tax-exempt entity" includes governmental bodies
and
tax-exempt governmental instrumentalities, tax-exempt organizations,
certain
foreign persons and entities, and certain international organizations. The
term
also generally includes certain organizations which were tax-exempt at any
time
during the five-year period ending on the date such organization first uses
the
property involved. Foreign persons or entities are treated as
tax-exempt
entities with respect to property if 50% or less of the income derived from
the
leased property is subject to U.S. income tax.
The term "tax-exempt use property" does not include: (1) any portion
of
property which is used predominantly by a tax-exempt entity (directly,
or
through a partnership in which the tax-exempt entity is a partner) in
an
unrelated trade or business if the income from such trade or business
is
included in the computation of income subject to the tax on unrelated
business
taxable income; (2) property leased to a tax-exempt entity under a
"short-term
lease" (that is, a lease which has a term of less than the greater of one
year
or 30% of the property's ADR Class Life, but in any case less than three
years);
and (3) certain high-technology equipment.
If any property which is not otherwise tax-exempt use property is owned
by
a partnership which has both a tax-exempt entity and a person who is
not a
tax-exempt entity as partners, such tax-exempt entity's proportionate share
of
such property is treated as tax-exempt use property unless certain
specific
requirements relating to the allocation of profits and losses among the
partners
are met. These requirements will not be met by the Partnership. However,
taxable
income from the Partnership will probably be treated as unrelated
business
taxable income in the hands of employee benefit plans and other
tax-exempt
investors. See "-- Taxation of Employee Benefit Plans and Other
Tax-Exempt
Organizations." Additionally, all or substantially all of the
Partnership's
taxable income will be treated as United States source business income in
the
hands of foreign Limited Partners for which no exemption is available. See
"--
Foreign Investors." Therefore, it is not anticipated that the
depreciation
limitations applicable to tax-exempt use property will be material as
they
relate to Equipment owned by the Partnership and not leased to or used
by a
tax-exempt entity.
Deferred Payment Leases
Both the lessor and lessee under certain rental agreements ("Section
467
rental agreements") are required to accrue annually the rent allocable to
the
taxable year, as well as interest on deferred rental payments, where
actual
payment of the rent is deferred. A Section 467 rental agreement is defined
as
any rental agreement for the use of tangible property which involves
total
payments in excess of $250,000 and either (i) provides for increasing
or
decreasing rental payments or (ii) provides for rentals payable beyond the
close
of the calendar year following the year in which the associated use occurred.
In
general, the rent allocable to a taxable year will be determined by reference
to
the terms of the lease. However, if a Section 467 rental agreement is silent
as
to the allocation of rents, or, if (1) a Section 467 rental agreement
provides
for increasing or decreasing rents, (2) a principal purpose for providing
for
increasing or decreasing rents is the avoidance of taxes and (3) the lease
is
part of a leaseback transaction or is for a term in excess of 75% of
certain
prescribed asset write-off periods, then rents will be deemed to accrue
on a
level basis in amounts having a present value (as determined by
utilizing a
discount rate equal to 110% of the "applicable federal rate," which is
roughly
equivalent to the rate on certain U.S. government securities with
comparable
maturities) equal to the present value (as so determined) of the
aggregate
rentals actually payable under the agreement. The differences between the
rent
actually paid and the recomputed rents are treated as loans bearing interest
at
the applicable federal rate.
The Partnership may enter into transactions which will subject it to
these
provisions. The application of such provisions could result in the
acceleration
of income recognition by the Partnership prior to receipt of corresponding
cash
flow.
Sale or Other Disposition of Partnership Property
An individual's capital gains are taxed at 28% under current law while
the
maximum tax rate for ordinary income is 39.6%. For corporations, the
highest
maximum tax rate for both capital gains and ordinary income is 35%.
Because of the different individual tax rates for capital gains
and
ordinary income, the Internal Revenue Code provides various rules concerning
the
characterization of income as ordinary or capital and for distinguishing
between
long-term and short-term gains and losses. The distinction between
ordinary
income and capital gains continues to be relevant for other purposes as
well.
For example, the amount of capital losses which an individual may offset
against
ordinary income is limited to $3,000 ($1,500 in the case of a married
individual
filing separately).
Upon a sale or other disposition of the Equipment of the
Partnership
(including a sale or other disposition resulting from destruction of
the
Equipment or from foreclosure or other enforcement of a security interest in
the
Equipment), the Partnership will realize gain or loss equal to the
difference
between the basis of the Equipment at the time of sale or disposition and
the
amount realized upon sale or disposition. The amount realized on a
foreclosure
would include the face amount of the debt being discharged in a
foreclosure,
even though the Partnership receives no cash. Since the Equipment
constitutes
tangible personal property, upon a sale or other disposition of the
Equipment,
all of the recovery deductions ("depreciation") taken by the Partnership
will,
to the extent of any realized gain, be subject to recapture (i.e., treated
by
the Partners as ordinary income). Recapture cannot be avoided by holding
the
Equipment for any specified period of time. If the Partnership were to
sell
property on an installment basis, all depreciation recapture income
is
recognized at the time of sale, even though the payments are received in
later
taxable years.
Any gain in excess of the amount of recapture will constitute gain or
loss
described in Section 1231 of the Code if the property sold or otherwise
disposed
of either was used in the Partnership's trade or business and held for more
than
one year or was a capital asset which was held for more one year and not
held
primarily for sale to customers. Under Section 1231 of the Code, if the sum
of
the gains on sale or exchange of certain assets (generally,
depreciable
property, other than inventory and literary properties) used in a trade
or
business and held for more than one year and the gains from certain
compulsory
or involuntary conversions exceed the losses on such sales, exchanges
and
conversions, such excess gains will be treated as capital gains (subject
to a
special Section 1231 recapture rule described below). If such losses exceed
such
gains, however, such excess losses will be treated as ordinary losses.
There is a special rule under Section 1231 for casualty and theft losses
on
depreciable business property and capital assets which are held for more
than
one year and are held in connection with a trade or business or a
transaction
entered into for profit. Such gains and losses must be separately
grouped
together and if casualty gains equal or exceed casualty losses, then the
gains
and losses are further grouped with other Section 1231 transactions to
determine
whether there is an overall Section 1231 gain or loss. If the casualty or
theft
losses exceed gains, the resulting net loss is not further grouped with
other
Section 1231 transactions, but is, instead, excluded from Section 1231
and
treated as an ordinary loss.
Under a special "Section 1231 recapture" rule, net Section 1231 gain
will
be treated as ordinary income to the extent of the taxpayer's
"non-recaptured"
net Section 1231 losses. "Non-recaptured" net Section 1231 losses are any
net
Section 1231 losses from the five preceding taxable years which have not
yet
been offset against net Section 1231 gains in those years.
If, at the time of sale, the sold Equipment is a capital asset (i.e.,
was
not used in the Partnership's trade or business) and had been held by
the
Partnership for one year or less, or if the Partnership is a "dealer"
in
Equipment of the type sold, any gain or loss will be treated as
short-term
capital gain or loss or ordinary income or loss, respectively.
Sale or Other Disposition of Partnership Interest
Gain or loss recognized by a Limited Partner on the sale of his interest
in
the Partnership (which would include both the cash or other
consideration
received by such Limited Partner from the purchaser as well as such
Limited
Partner's share of any Partnership nonrecourse indebtedness) will, except
as
noted below, be taxable as a long-term or short-term capital gain or
loss,
depending on his holding period for his Units and assuming that his
Units
qualify as capital assets in his hands. That portion of a selling Partner's
gain
allocable to the Partnership's unrealized receivables (including
depreciation
recapture) and inventory (the "ordinary income assets"), however, would
be
treated as ordinary income. The term "ordinary income assets" would
include
assets subject to recapture of recovery deductions determined as if a
selling
Partner's proportionate share of the Partnership's properties had been sold
at
that time. Thus, a substantial portion of a Limited Partner's gain upon the
sale
of his Units may be treated as ordinary income. For a discussion of
the
relevance of the distinction between ordinary income and capital gain, see
"--
Sale or Other Disposition of Partnership Property" in this Section.
In connection with the sale or exchange of a Partnership interest,
the
transferor must promptly notify the Partnership of the sale or exchange,
and,
once the Partnership is notified, it is required to inform the Service (and
the
seller and the buyer of the Partnership interest) on or before January
31
following the calendar year of sale) of the fair market value of the
allocable
share of unrealized receivables and appreciated inventory attributable to
the
Partnership interest sold or exchanged. Penalty for failure to file is $50
for
each failure, with a limit of $100,000. In addition, failure of the
transferor
of a Partnership interest to notify the Partnership will result in a $50
penalty
per failure.
Treatment of Cash Distributions Upon Redemption
The redemption by the Partnership of all or a portion of a
Limited
Partner's Units (see "SUMMARY OF THE PARTNERSHIP AGREEMENT") will be treated
as
a sale or exchange of such Units by the Limited Partner and may generate
taxable
income to him. The "amount realized" by such Limited Partner on such
redemption
will equal the sum of the cash received by such Limited Partner, plus
the
Limited Partner's share of the Partnership's liabilities.
Under Section 751(b) of the Code, in the event the Partnership
distributes
cash to a Partner and, simultaneously, the Limited Partner's interest in
the
Partnership's "ordinary income assets" is reduced, the Limited Partner will
be
deemed to receive the cash, or a portion thereof, in exchange for the
"ordinary
income assets." The Limited Partner will recognize ordinary income to the
extent
the portion of the distribution that is attributable to the "ordinary
income
assets" exceeds such Limited Partner's undivided interest in the
Partnership's
adjusted basis in such assets prior to the exchange. The remainder of
the
distribution, if any, will be treated in the same manner as a
partnership
distribution (i.e., the Limited Partner will recognize income only to the
extent
the cash distributions exceed such Limited Partner's adjusted basis in
his
Units). See "-- Taxation of Distributions."
The Partnership anticipates that any redemption of a Limited
Partner's
Units will be payable out of Cash From Operations and Cash From Sales
that
otherwise would be available for distribution to all Limited Partners or
for
reinvestment in additional Equipment. Accordingly, while any redemption of
Units
by the Partnership would decrease the aggregate number of Units outstanding
and
thereby proportionally increase each remaining Limited Partner's
distributive
share of Partnership income, gain, loss and deductions and items thereof, it
may
also reduce the total amount of cash which is available for investment
or
reinvestment.
Gifts of Units
Generally, no gain or loss is recognized upon the gift of
property.
However, a gift of Units (including a charitable contribution) may be
treated
partially as a sale to the extent of the transferor's share of
Partnership
nonrecourse liabilities, if any. Gain may be required to be recognized in
an
amount equal to the difference between such nonrecourse debt share and
that
portion of the basis in the Units allocable to the sale transaction.
Charitable
contribution deductions for the fair market value of the Units will be
reduced
by the amounts involved in such partial sale and, in any event, may be
subject
to reduction in certain cases by the amount of gain which would be taxed
as
ordinary income to the transferor on a sale of his Units.
Consequence of No Section 754 Election
Because of the complexities of the tax accounting required, the
Partnership
does not presently intend to file elections under Section 754 of the Code
to
adjust the basis of property in the case of transfers of Units.
As a
consequence, a transferee of Units may be subject to tax upon a portion of
the
proceeds of sales of the Partnership's property which represents, as to
him, a
return of capital. This may affect adversely the price that potential
purchasers
would be willing to pay for Units.
Tax Treatment of Termination of the Partnership Pursuant to the Partnership
Agreement
In the event of termination of the Partnership pursuant to the
Partnership
Agreement (see "SUMMARY OF THE PARTNERSHIP AGREEMENT -- Duration
of
Partnership") the General Partner is required to sell or dispose of
the
Partnership assets, apply the proceeds and other Partnership funds to
repayment
of the liabilities of the Partnership and distribute any remaining funds to
the
Partners in accordance with their positive Capital Accounts balances. Sales
and
other dispositions of the Partnership's assets would have the tax
consequences
described in "-- Sale or Other Disposition of Partnership Property" in
this
Section. Liquidating cash distributions in excess of a Partner's tax basis
for
his Partnership interest generally would be taxable (generally as capital
gain,
provided the Partnership interests constitute capital assets in the hands of
the
Partners); cash distributions in amounts less than such basis may result
in a
loss (generally a capital loss which would be subject to the general
limitations
on deductibility of losses). The tax basis for the Units of a Limited Partner
is
increased (or decreased) by his share of the Partnership's taxable income
(or
loss) resulting from the sale or other disposition of Equipment. Hence, if
the
Partnership's Equipment has been sold or disposed of under
circumstances
resulting in a loss, distribution of the sale proceeds upon liquidation of
the
Partnership may result in taxable gain to the Partners.
Audit by the Service
No tax rulings have been sought by the Partnership from the Service.
While
the Partnership (and any joint ventures in which the Partnership
participates)
intends to claim only such deductions and assert only such tax positions
for
which there is a substantial basis, the Service may audit the returns of
the
Partnership or any such joint venture and it may not agree with some or all
of
the positions taken by the Partnership (or such joint venture).
An audit of the Partnership's information return may result in an
increase
in the Partnership's income, the disallowance of deductions, and
the
reallocation of income and deductions among the Partners. In addition, an
audit
of the Partnership's information return may lead to an audit of income
tax
returns of Limited Partners which could lead to adjustments of items
unrelated
to the Partnership.
Partners must report Partnership items on their individual returns
in a
manner consistent with the partnership return unless the Partner
files a
statement with the Service identifying the inconsistency or unless the
Partner
can prove his return is in accordance with information provided by
the
Partnership. Failure to comply with this requirement is subject to penalties
and
may result in an extended statute of limitations. In addition, in
most
circumstances the federal tax treatment of items of a partnership's
income,
gain, loss, deduction and credit will be determined at the partnership level
in
a unified partnership proceeding rather than in separate proceedings with
its
partners.
Any audit of the Partnership will be at the Partnership level and
the
Service will deal with the Partnership's "Tax Matters Partner" (the "TMP")
with
respect to its tax matters. The General Partner is designated as
the
Partnership's TMP in the Partnership Agreement. Only those Limited
Partners
having at least a 1% interest in the Partnership (the "Notice Partners") will
be
entitled to receive separate notice from the Service of the audit of
the
Partnership's return and of the results thereof, and Limited Partners who
have
an interest of less than 1% ("Non-notice Partners") will not be entitled
to
notice from the Service. However, groups of Non-notice Partners who together
own
a 5% or greater interest in the Partnership (a "Notice Group") may,
by
notification to the Service, designate a member of their group to
receive
Service notices. All Partners in the Partnership have the right to
participate
in any audit of the Partnership. The General Partner is required to keep
all
Limited Partners informed of any administrative and judicial
proceedings
involving the tax matters of the Partnership. Also, the General Partner
will
keep Non-notice Partners advised of any significant audit activities in
respect
of the Partnership.
The TMP is authorized to enter into settlement agreements with the
Service
that are binding upon Non-notice Partners, except Non-notice Partners who
are
members of a Notice Group or who have filed a statement with the Service
that
the TMP does not have authority to enter into settlement agreements that
are
binding upon them. Any Partner will have the right to have any
favorable
settlement agreement reached between the Service and any other Partners
with
respect to an item of his Partnership applied to him.
The General Partner is empowered by the Partnership Agreement to
conduct,
on behalf of the Partnership and Limited Partners, all examinations by
tax
authorities relating to the Partnership, at the expense of the Partnership.
See
"SUMMARY OF THE PARTNERSHIP AGREEMENT." A tax controversy could result
in
substantial legal and accounting expense being charged to the
Partnership
subject to the controversy, irrespective of the outcome.
Alternative Minimum Tax
An alternative minimum tax ("AMT") is payable by taxpayers to the extent
it
exceeds the taxpayer's regular federal income tax liability for the year.
For
noncorporate taxpayers, the AMT is imposed on "alternative minimum
taxable
income" ("AMTI") in excess of an exemption amount. The AMTI is based on
the
taxpayer's taxable income, as recomputed with certain adjustments and
increased
by certain "tax preference" items. A two-tiered AMT rate schedule
for
noncorporate taxpayers exists consisting of a 26% rate (which applies to
the
first $175,000 ($87,500 for married individuals filing separately)
of a
taxpayer's AMTI in excess of the exemption amount) and a 28% rate (which
applies
to the amount in excess of $175,000 ($87,500 for married individuals
filing
separately) over the exemption amount). The exemption amount is $45,000
for
married individuals filing jointly, $33,750 for single persons, and $22,500
for
estates, trusts, and married individuals filing separately.
The principal adjustments include the following: (1)
depreciation
deductions cannot exceed those computed under the 150% declining balance
method
and an extended recovery period, (2) mining exploration and development
costs
are capitalized and amortized ratably over ten years, (3) magazine
circulation
expenditures are amortized over three years, (4) research and
experimental
expenditures are amortized over ten years, (5) miscellaneous itemized
deductions
are not allowed, (6) medical expenses are deductible only to the extent
they
exceed 10% of adjusted gross income, (7) state and local property and
income
taxes are not deductible, (8) interest deductions are subject to
further
restrictions, (9) the standard deduction and personal exemptions are
not
allowed, (10) only "alternative tax net operating losses" are deductible
and
(11) the excess of the fair market value of stock received on the exercise of
an
incentive stock option over the exercise price must be included as income.
The principal "tax preference" items which must be added to taxable
income
for AMT purposes include the following: (1) the excess of depletion over
the
adjusted basis of the property at the end of the year, (2) the excess
of
intangible drilling costs over 65% of net oil and gas income, (3) the excess
of
the reserve for bad debt deductions over the deduction that would have
been
allowable based on actual experience, (4) private activity bond interest and
(5)
untaxed appreciation on charitable contributions.
The General Partner does not anticipate that any significant
"tax
preference" items will be generated by the Partnership. The
principal
Partnership items which may have an impact on a particular Partner's AMTI
are
interest and depreciation. It is anticipated that the Partnership will
generally
depreciate its Equipment using the straight line method. Therefore,
the
Partnership's activities should not give rise to any significant
depreciation
adjustments for purposes of computing the AMTI of the Limited
Partners.
Prospective investors should be aware, however, that for purposes of
computing
AMTI, interest incurred to acquire or maintain an ownership interest
in a
passive activity (such as the Partnership) is deductible only to the extent
that
such interest, when added to the passive activity income or loss of the
taxpayer
(computed with the appropriate alternative minimum tax adjustments and
tax
preferences), does not result in a passive activity loss (as so
computed).
Accordingly, Limited Partners who borrow money and incur interest expense
in
connection with their purchase of Units may only be allowed a limited
deduction
for such interest in computing their AMTI.
The rules relating to the alternative minimum tax for corporations
are
different than those just described. Corporations contemplating purchase of
the
Units should consult their tax advisors as to the possible alternative
minimum
tax consequences of an investment in the Partnership.
Interest Expense
In general, interest expense incurred in connection with
investment
activities is deductible only against investment income. Interest
expense
incurred in connection with investments in "passive" activities (such as
the
Partnership and other limited partnerships) may only be deducted in
accordance
with the rules applicable to losses derived from passive activities. See
"--
Deductibility of Losses: Passive Losses, Tax Basis and 'At Risk' Limitation."
Interest expense incurred by the Partnership probably will be treated
as
"passive" activity interest, as would interest expense incurred by a
Limited
Partner on money he borrows to purchase or carry his interest in the
Partnership
but may be deductible against related income of the Partnership allocable to
the
Units purchased with such borrowed money.
The Partnership may enter into transactions involving the prepayment
of
interest or the payment of "points," commitment fees and loan origination
or
brokerage fees. In general, prepaid interest, "points" and similar costs may
not
be deductible currently and, instead, may have to be capitalized and written
off
over the life of the related loan. The General Partner will treat such costs
in
accordance with the applicable requirements.
Self-Employment Income and Tax
A Limited Partner's net earnings from self-employment for purposes of
the
Social Security Act and the Code will not include his distributive share of
any
item of income or loss from the Partnership, other than any guaranteed
payments
made to such Limited Partner for services rendered to or on behalf of
the
partnership.
Maximum Individual Tax Rates
The federal income tax on individuals applies at a 15%, 28%, 31% and
36%
rate. In addition, the Code imposes a 10% surtax on taxable income in excess
of
$250,000 ($125,000 for married individuals filing separately), which raises
the
tax rate for taxpayers in this bracket to 39.6%. The personal exemption,
which
is $2,500 for 1995, is reduced by 2% for each $2,500 by which an
individual's
adjusted gross income exceeds $150,000 for joint returns, $125,000 for heads
of
household, $100,000 for single taxpayers, and $75,000 for married persons
filing
separately (as these amounts are adjusted for post-1991 inflation).
An
individual is required to reduce the amount of certain of his
otherwise
allowable itemized deductions by 3% of the excess of his adjusted gross
income
over $100,000 or $50,000 in the case of married taxpayers filing separately
(as
these amounts are adjusted for post-1991 inflation).
Section 183
Section 183 of the Code limits deductions attributable to "activities
not
engaged in for profit." Section 183 contains a presumption that an activity
is
engaged in for profit if the gross income from the activity exceeds
the
deductions from the activity in at least three out of the five consecutive
years
ending with taxable year at issue. The General Partner intends to operate
the
Partnership for the purpose of providing an economic profit and anticipates
that
the Partnership will have sufficient gross income to entitle it to the
benefit
of the presumption referred to above. If the Partnership's activities
were
treated as not being engaged in for profit, any deductions of the Partnership
in
excess of its gross income might be permanently disallowed.
Registration, Interest, and Penalties
Tax Shelter Registration
"Tax shelters" are required to be registered with the Service.
Under
Temporary Treasury Regulations, an investment constitutes a "tax shelter"
for
this purpose if a potential investor could reasonably infer from
representations
made in connection with the sale of the investment that the aggregate amount
of
deductions and other tax benefits potentially allowable with respect to
the
investment for any of the first five years will be greater than twice the
amount
to be invested. The Partnership is a "tax shelter" under this definition
because
the term "amount of deductions" means gross deductions and gross income
expected
to be realized by the Partnership is not counted. The Temporary
Treasury
Regulations also provide that a tax shelter is not required to be
registered
initially if it is a "projected income investment." A projected
income
investment is any tax shelter that is not expected to reduce the cumulative
tax
liability of any investor as of the close of any of the first five years of
the
investment. The General Partner expects, based on economic and
business
assumptions which the General Partner believes to be reasonable, that no
Limited
Partner's cumulative tax liability will be reduced during any of the first
five
years after the effective date of this Prospectus by reason of an investment
in
the Partnership. There can be no assurance, however, that unexpected economic
or
business developments will not cause Limited Partners to incur tax losses
from
the Partnership, with the result that their cumulative tax liability during
the
first five years might be reduced. Therefore, the General Partner has
registered
the Partnership as a "tax shelter" with the Service. A Tax Shelter
Registration
Number is expected to be received shortly. However, for so long as
the
Partnership is a projected income investment, the Limited Partners are
not
required to include the Partnership's registration number on their tax
returns.
Even though the Partnership may be a projected income investment,
the
Partnership will nonetheless be required to maintain a list identifying
each
person who has been sold a Unit and containing such other information
as
required by the regulations. This list must be made available to the
Service
upon request.
In the event the Partnership ceases to be a projected income
investment,
the Partnership and the Limited Partners will become subject to all
remaining
requirements applicable to tax shelters. This means, among other things,
that
the Limited Partners will be required to include the Partnership's
registration
number on their tax returns.
Pursuant to the Temporary Treasury Regulations, the General Partner
is
required to notify the Limited Partners that the Partnership is no
longer a
projected income investment and to inform each Limited Partner that he
must
report the Partnership's registration number on any return on which he
claims a
deduction, credit or other tax benefit from the Partnership.
The General Partner is required by the Temporary Treasury Regulations to
include the following legend herein: "ISSUANCE OF A REGISTRATION NUMBER DOES
NOT INDICATE THAT THIS INVESTMENT
<PAGE>
OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE
INTERNAL REVENUE SERVICE."
Interest on Underpayments
The interest that taxpayers must pay for underpayment of federal taxes
is
the Federal short-term rate plus three percentage points, compounded daily.
The
Federal short-term rate is set quarterly by the Treasury based on the yield
of
U.S. obligations with maturities of three years or less.
Penalty for Substantial Understatements
The Code also contains a penalty for substantial understatement of
federal
income tax liability equal to 20% of the amount of the understatement.
An
understatement occurs if the correct tax for the year (as finally
determined
after all administrative and judicial proceedings) exceeds the tax
liability
actually shown on the taxpayer's returns for the year. An understatement on
an
individual's return will be considered substantial for purposes of the
penalty
if it exceeds both (a) 10% of the correct tax, and (b) $5,000. The imposition
of
this penalty may be avoided however if, in the case of any item that is
not
attributable to a "tax shelter," (a) there was substantial authority for
the
taxpayer's treatment of the item, or (b) the relevant facts affecting the
item's
tax treatment were adequately disclosed in the taxpayer's return provided
that
the taxpayer had a "reasonable basis" for the tax treatment of such item. In
the
case of an item that is attributable to a "tax shelter," the penalty may
be
avoided if (a) there was substantial authority for the taxpayer's treatment
of
the item, and (b) the taxpayer reasonably believed that his treatment of
the
item on the return was more likely than not the proper treatment.
For purposes of the understatement penalty, "tax shelter"
includes a
partnership whose principal purpose is "the avoidance or evasion of
Federal
income tax." The Partnership should not be treated as a "tax shelter" within
the
meaning of this provision primarily because (1) the Partnership's
objectives
include the provision of cash distributions (real economic gain) to
the
investors throughout the operating life of the Partnership, and (2) claiming
the
tax benefits associated with the ownership of equipment would be consistent
with
Congressional purpose in providing those benefits.
State and Local Taxation
In addition to the federal income tax consequences described
above,
prospective investors should consider potential state and local tax
consequences
of an investment in the Partnership. A Limited Partner's share of the
taxable
income or loss of the Partnership generally will be required to be included
in
determining reportable income for state or local tax purposes in
the
jurisdiction in which the Limited Partner is a resident. In addition,
other
states in which the Partnership owns Equipment or does business may
require
nonresident Limited Partners to file state income tax returns and may
impose
taxes determined with reference to their pro rata share of the
Partnership's
income derived from such state. Any tax losses generated through the
Partnership
from operations in such states may not be available to offset income from
other
sources in other states. To the extent that a nonresident Limited Partner
pays
tax to a state by virtue of the operations of the Partnership within that
state,
he may be entitled to a deduction or credit against tax owed to his state
of
residence with respect to the same income. Payment of state and local taxes
will
constitute a deduction for federal income tax purposes, assuming that
the
Limited Partner itemizes deductions. Each investor is advised to consult his
own
tax adviser to determine the effect of state and local taxes, including gift
and
death taxes as well as income taxes, which may be payable in connection with
an
investment in the Partnership.
Foreign Investors
Foreign investors in the Partnership should be aware that, for the
most
part, the income of the Partnership will consist of trade or business
income
which is attributable to or effectively connected with a fixed place of
business
("permanent establishment") maintained by the Partnership in the United
States.
As such, Partnership income will be subject to U.S. taxation in the hands
of
foreign investors and it is unlikely that any exemption will be available
under
any applicable tax treaty. Such foreign investors may be required to file a
U.S.
federal income tax return to report their distributive shares of
Partnership
income, gains, losses and deductions. Additionally, the Partnership is
required
to withhold tax on each such foreign investor's distributive share of
income
from the Partnership (whether or not any cash distributions are made);
any
amount required to be withheld will be deducted from distributions
otherwise
payable to such foreign investor and such foreign investor will be liable
to
repay the Partnership for any withholdings in excess of the distributions
to
which he is otherwise entitled. Foreign investors must consult with their
tax
advisors as to the applicability to them of these rules and as to the other
tax
consequences described herein.
Tax Treatment of Certain Trusts and Estates
The tax treatment of trusts and estates can differ somewhat from the
tax
treatment of individuals. Investors which are trusts and estates should
consult
with their tax advisors as to the applicability to them of the tax
rules
discussed herein.
Trusts that purchase Units in the Partnership should be aware that
the
Treasury Regulations provide that in certain circumstances trusts which
engage
in a trade or business may be taxed as corporations. In this connection,
the
courts have held that limited partners (whether trusts or otherwise) are
deemed
to be engaged in the trade or business in which the partnership itself
is
engaged. The Partnership probably will be treated as engaging in a trade
or
business. Accordingly, a Limited Partner which is a trust may be subject
to
trust level tax at corporate tax rates, whether or not the income is
distributed
to the beneficiaries. This is a question of fact as to each such trust, and
Tax
Counsel are not able to express an opinion thereon.
Taxation of Employee Benefit Plans and Other Tax-Exempt Organizations
Employee benefit plans, such as qualified pension and profit sharing
plans,
Keogh plans, and IRAs, generally are exempt from federal income tax, except
to
the extent their "unrelated business taxable income" exceeds $1,000 in
any
taxable year. The excess "unrelated business taxable income" is subject to
an
unrelated business income tax. Other charitable and tax-exempt organizations
are
likewise subject to the unrelated business income tax. Tax-exempt investors
in
the Partnership may be deemed to be engaged in the business carried on by
the
Partnership and, therefore, subject to the unrelated business income tax.
Such
investors must consult with tax advisors as to the tax consequences to them
of
investing in the Partnership.
Corporate Investors
The federal income tax consequences to investors which are
corporations
(other than certain closely-held corporations, which are subject to the
"at
risk" and "passive loss" limitations discussed herein) may differ
materially
from the tax consequences discussed herein, particularly as they relate to
the
alternative minimum tax. Such investors must consult with tax advisors as to
the
tax consequences to them of investing in the Partnership.
INVESTMENT BY QUALIFIED PLANS
Fiduciaries under ERISA
A fiduciary of a Qualified Plan is subject to certain requirements
under
ERISA, including the duty to discharge its responsibilities solely in
the
interest of, and for the benefit of, the Qualified Plan's participants
and
beneficiaries. A fiduciary is required to (a) perform its duties with the
skill,
prudence and diligence of a prudent man acting in like capacity, (b)
diversify
investments so as to minimize the risk of large losses and (c) act in
accordance
with the Qualified Plan's governing documents.
Fiduciaries with respect to a Qualified Plan include, for example,
any
persons who exercise any authority or control respecting the management
or
disposition of the funds or other property of the Qualified Plan. For
example,
any person who is responsible for choosing a Qualified Plan's investments,
or
who is a member of a committee that is responsible for choosing a
Qualified
Plan's investments, is a fiduciary of the Qualified Plan. Also, an
investment
professional who renders, or who has the authority or responsibility to
render,
investment advice with respect to the funds or other property of a
Qualified
Plan may be a fiduciary of the Qualified Plan, as may any other person
with
special knowledge or influence with respect to a Qualified Plan's investment
or
administrative activities.
IRAs generally are not subject to ERISA's fiduciary duty rules.
In
addition, where a participant in a Qualified Plan exercises control over
such
participant's individual account in the Qualified Plan in a
"self-directed
investment" arrangement that meets the requirements of Section 404(c) of
ERISA,
such Participant (rather than the person who would otherwise be a fiduciary
of
such Qualified Plan) will generally be held responsible for the consequences
of
his investment decisions under interpretations of applicable regulations of
the
Department of Labor. Certain Qualified Plans of sole
proprietorships,
partnerships and closely-held corporations of which the owners of 100% of
the
equity of such business and their respective spouses are the sole
participants
in such plans at all times are generally not subject to ERISA's fiduciary
duty
rules, although they are subject to the Code's prohibited transaction
rules,
explained below.
A person subject to ERISA's fiduciary rules with respect to a
Qualified
Plan (or, where applicable, IRA) should consider those rules in the context
of
the particular circumstances of the Qualified Plan (or IRA) before
authorizing
an investment of a portion of the Qualified Plan's (or IRA's) assets in Units.
Prohibited Transactions Under ERISA and the Code
Section 4975 of the Code (which applies to all Qualified Plans and
IRAs)
and Section 406 of ERISA (which does not apply to IRAs or to
certain
transactions with respect to Qualified Plans that, under the rules
summarized
above, are not subject to ERISA's fiduciary rules) prohibit Qualified Plans
and
IRAs from engaging in certain transactions involving "plan assets" with
parties
that are "disqualified persons" under the Code or "parties in interest"
under
ERISA ("disqualified persons" and "parties in interest" are hereinafter
referred
to as "Disqualified Persons"). Disqualified Persons include, for
example,
fiduciaries of the Qualified Plan or IRA, officers, directors and
certain
shareholders and other owners of the company sponsoring the Qualified Plan
and
natural persons and legal entities sharing certain family or
ownership
relationships with other Disqualified Persons. In addition, the
beneficiary
"owner" or "account holder" - of an IRA is generally considered to
be a
Disqualified Person for purposes of the prohibited transaction rules.
"Prohibited transactions" include, for example, any direct or
indirect
transfer to, or use by or for the benefit of, a Disqualified Person
of a
Qualified Plan's or IRA's assets, any act by a fiduciary that involves the
use
of a Qualified Plan's or IRA's assets in the fiduciary's individual interest
or
for the fiduciary's own account, and any receipt by a fiduciary of
consideration
for his or her own personal account from any party dealing with a Qualified
Plan
or IRA in connection with a transaction involving the assets of the
Qualified
Plan or the IRA. Under ERISA, a Disqualified Person that engages in a
prohibited
transaction will be required to disgorge any profits made in connection with
the
transaction and will be required to compensate any Qualified Plan that
was a
party to the prohibited transaction for any losses sustained by the
Qualified
Plan. In addition, ERISA authorizes additional penalties and further relief
from
such transaction. Section 4975 of the Code imposes excise taxes
on a
Disqualified Person that engages in a prohibited transaction with a
Qualified
Plan or IRA. Prohibited transactions subject to these sanctions will
generally
be required to be "unwound" to avoid incurring additional penalties.
In order to avoid the occurrence of a prohibited transaction under
Section
4975 of the Code and/or Section 406 of ERISA, Units may not be purchased
by a
Qualified Plan or IRA from assets as to which the General Partner or any of
its
Affiliates are fiduciaries. Additionally, fiduciaries of Qualified Plans
and
IRAs should be alert to the potential for a prohibited transaction in
the
context of a particular Qualified Plan's or IRA's decision to purchase Units
if,
for example, such purchase were to constitute a use of plan assets by or for
the
benefit of, or a purchase of Units from, a Disqualified Person.
Plan Assets
If the Partnership's assets were determined under ERISA or the Code to
be
"plan assets" of Qualified Plans and/or IRAs holding Units, fiduciaries of
such
Qualified Plans and IRAs might under certain circumstances be subject
to
liability for actions taken by the General Partner or its Affiliates.
In
addition, certain of the transactions described in this Prospectus in which
the
Partnership might engage, including certain transactions with Affiliates,
might
constitute prohibited transactions under the Code and ERISA with respect to
such
Qualified Plans and IRAs, even if their acquisition of Units did not
originally
constitute a prohibited transaction. Moreover, fiduciaries with
responsibilities
to Qualified Plans and/or IRAs subject to ERISA's fiduciary duty rules might
be
deemed to have improperly delegated their fiduciary responsibilities to
the
General Partner in violation of ERISA.
Although under certain circumstances ERISA and the Code, as interpreted
by
the Department of Labor ("DOL") in currently effective regulations,
generally
apply a "look-through" rule under which the assets of an entity in
which a
Qualified Plan or IRA has made an equity investment may constitute
"plan
assets," the applicable regulations exempt investments in
certain
publicly-registered securities and in certain operating companies, as well
as
investments in entities not having significant equity participation by
benefit
plan investors, from the application of the "look-through" principle. Under
the
DOL's current regulations governing the determination of what constitutes
the
assets of a Qualified Plan or IRA in the context of investment securities
such
as the Units, an undivided interest in the underlying assets of a
collective
investment entity such as the Partnership will not be treated as "plan
assets"
of Qualified Plan or IRA investors if (i) the securities are "publicly
offered,"
(ii) less than 25% by value of each class of equity securities of the entity
is
owned by Qualified Plans, IRAs, and certain other employee benefit plans
or
(iii) the entity is an "operating company."
In order to qualify for the publicly-offered exception described above,
the
securities in question must be freely transferable, owned by at least
100
investors independent of the issuer and of one another, and either (a) part
of a
class of securities registered under Section 12(b) or 12(g) of the
Securities
Exchange Act of 1934 or (b) sold as part of a public offering pursuant to
an
effective registration statement under the Securities Act of 1933 and
registered
under the Securities Exchange Act of 1934 within 120 days (or such later time
as
may be allowed by the Securities and Exchange Commission) after the end of
the
issuer's fiscal year during which the offering occurred. Units will be sold
as
part of an offering registered under the Securities Act of 1933. Further,
the
General Partner has represented (a) that it intends to register the Units in
the
Partnership under the Securities Exchange Act of 1934 in compliance with
the
DOL's requirements and (b) that it is highly likely that substantially more
than
100 independent investors will purchase and hold Units in the
partnership.
Accordingly, the determination of whether the Units will qualify for
the
publicly-offered exception will depend on whether they are freely
transferable
within the meaning of the DOL regulations. Although whether a security is
freely
transferable is a factual determination, the limitations on the assignment
of
Units and substitution of Limited Partners contained in Sections 10.2, 10.3
and
10.4 of the Partnership Agreement appear to fall within the scope of
certain
restrictions enumerated in the DOL's current regulations that ordinarily
will
not affect a determination that securities are freely transferable when
the
minimum investment, as in the case of the Units, is $10,000 or less.
Because,
however, the effect of the restrictions on transferability of Units on
the
ultimate determination of whether Units are "freely transferable" for
purposes
of the DOL's regulations (as well as the determination of whether
the
Partnership will be an "operating company" under the alternative DOL
exemption
set forth above) is not certain, the General Partner has decided to rely on
the
25% ownership exemption described above for these purposes.
Consequently,
pending favorable clarification of such matters from the DOL, in order to
ensure
that the assets of the Partnership will not constitute "plan assets"
of
Qualified Plan and IRA Unitholders, the General Partner will take such steps
as
are necessary to ensure that ownership of Units by Qualified Plans, IRAs,
and
certain other employee benefit plan investors is at all times less than 25%
of
the total value of outstanding Units. In calculating this limit, the
General
Partner will, as provided in the DOL's regulations, disregard the value of
any
Units held by a person (other than a Qualified Plan, IRA, or certain
other
employee benefit plans) who has discretionary authority or control with
respect
to the assets of the Partnership, or any person who provides investment
advice
for a fee (direct or indirect) with respect to the assets of the Partnership,
or
any affiliate of any such a person. (See "Investor Suitability
Standards.")
Whether the assets of the Partnership will constitute "plan assets" is a
factual
issue which may depend in large part on the General Partner's ability
throughout
the life of the Partnership to satisfy the 25% ownership exemption.
Accordingly,
tax counsel are unable to express an opinion on this issue.
Other ERISA Considerations
In addition to the above considerations in connection with the "plan
asset"
question, a fiduciary's decision to cause a Qualified Plan or IRA to
acquire
Units should involve, among other factors, considerations that include
whether
(a) the investment is in accordance with the documents and instruments
governing
the Qualified Plan or IRA, (b) the purchase is prudent in light of
the
diversification of assets requirement for such Plan and the
potential
difficulties that may exist in liquidating Units, (c) the investment
will
provide sufficient cash distributions in light of the Qualified Plan's
likely
required benefit payments and other needs for liquidity, (d) the investment
is
made solely in the interests of plan participants, (e) the evaluation of
the
investment has properly taken into account the potential costs of
determining
and paying any amounts of federal income tax that may be owed on
unrelated
business taxable income derived from the Partnership, and (f) the fair
market
value of Units will be sufficiently ascertainable, and with
sufficient
frequency, to enable the Qualified Plan or IRA to value its assets in
accordance
with the rules and policies applicable to the Qualified Plan or IRA.
<PAGE>
CAPITALIZATION
The capitalization of the Partnership as of the date of this Prospectus
and
as adjusted to reflect the sale of the Minimum and Maximum Offering of Units
is
as follows:
As of Minimum Maximum
the date Offering Offering
hereof (1) (12,000 Units) (1,000,000
Units)
---------- ------------ ---------------
General Partner's
Capital Contribution (1) $ 1,000 $ 1,000 $1,000
Limited Partner's
Capital Contribution (2) 1,000(1) 1,200,000 100,000,000
----- --------- -----------
Total Capitalization $ 2,000 $ 1,201,000 $100,001,000
Less Estimated
Organizational and
Offering Expenses (3) - (162,000) (13,500,000)
----------- ---------- --------------
Net Capitalization $ 2,000 $ 1,039,000(2) $ 86,501,000(2)
========== ================ ============
(1) The Partnership was originally capitalized by the contribution of $1,000
by
the General Partner and $1,000 by the Original Limited Partner.
(2) The Original Limited Partner will withdraw from the Partnership and
receive
a return of his original Capital Contribution on the Initial Closing
Date
upon the admission of the Initial Limited Partners to the Partnership.
(3) The amounts shown reflect the Gross Offering Proceeds from sale of Units
at
$100.00 per Unit before deduction of (a) Sales Commissions in amount
equal
to 8.0% of Gross Offering Proceeds (or $8 per Unit sold, which will be
paid
except in the case of Units sold to Affiliated Limited Partners),
(b)
Underwriting Fees equal in amount to 2.0% of Gross Offering Proceeds
(or
$2.00 per Unit sold) and (c) the O & O Expense Allowance (without regard
to
such actual expenses) of 3.5% of Gross Offering Proceeds (or $3.50 per
Unit
sold) for a total of all such items of 13.5% of Gross Offering Proceeds
(or
$13.50 per Unit) for all Units sold to Limited Partners who are members
of
the general public. (No fees or compensation were payable with regard
to
either the General Partner's or Original Limited Partner's
original
subscription payment).
The maximum dollar amount of such items of compensation payable to
the
General Partner, its Affiliates and non-affiliated Selling Dealers
will
equal $162,000 for the Minimum Offering of 12,000 Units and $13,500,000
for
the Maximum Offering of 1,000,000 Units, in each case computed as if
all
Units are sold to the general public without Volume Discounts or
purchases
by Affiliated Limited Partners. Affiliated Limited Partners may
acquire
Units (for investment purposes only) on a net of Sales Commissions basis
for
a price of $92.00 per Unit (and a proportionate Net Unit Price for
each
fractional Unit purchased). In addition, investors who purchase 2,500
or
more Units are entitled to volume discounts. To the extent that Units
are
purchased by such Affiliated Limited Partners or in quantities that
entitle
the purchaser to a volume discount, both the total Capital Contributions
of
the Limited Partners and the Partnership's obligation to pay
Sales
Commissions will be reduced accordingly. See "SOURCES AND USES OF
OFFERING
PROCEEDS AND RELATED INDEBTEDNESS."
<PAGE>
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
Liquidity and Capital Resources
As reflected above under "CAPITALIZATION," the Partnership currently
has
limited funds, due to the fact that none of the capital anticipated to be
raised
by the Partnership through the public offering of Units is available on the
date
of this Prospectus. The Partnership plans to raise funds from investors by
means
of this Offering, and then to use approximately 75% of Gross Offering
Proceeds
(inclusive of 1% of such proceeds to established as a Reserve) together
with
indebtedness in at least an equal amount to invest in Equipment and
Financing
Transactions. That is, the Partnership's total Purchase Price (exclusive
of
Acquisition Fees) of Equipment and Financing Transactions is expected to
average
approximately 150.0% of Gross Offering Proceeds (although as much as 415.0%
of
Gross Offering Proceeds could be invested using the maximum permitted
leverage
of 80%). (See "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS").
Pending investment in Equipment and Financing Transactions, the Net
Offering
Proceeds of this Offering will be held in short-term, liquid investments.
The
Partnership intends to establish a working capital reserve (the "Reserve")
of
approximately 1% of the Gross Offering Proceeds, which amount the
General
Partner believes should be sufficient to satisfy the Partnership's
general
liquidity requirements. However, liquidity could be adversely affected
by
unanticipated operating costs or losses. To the extent that the Reserve
is
insufficient to satisfy future cash requirements of the Partnership, the
General
Partner expects that additional funds would be obtained from bank
loans,
short-term loans from the General Partner, and Cash from Sales of Equipment
and
Financing Transactions.
Following completion of the Minimum Offering of 12,000 Units and upon
the
Initial Closing, the proceeds of Units sold to Limited Partners admitted at
the
Initial Closing will be released to the Partnership from the Escrow Account
(and
at subsequent Closings from the Partnership's subscription account), and
applied
to the payment or reimbursement of Underwriting Fees, Sales Commissions and
the
O & O Expense Allowance, leaving estimated Net Offering Proceeds available
for
investment in Equipment and Financing Transactions, payment of Acquisition
Fees
of approximately 86.5% of the Gross Offering Proceeds (unless Commission
Loans
equal to 8.0% of Gross Offering Proceeds are obtained at such Closing(s),
in
which case Net Offering Proceeds and Commission Loan proceeds
totaling
approximately 94.5% of Gross Offering Proceeds would be available for
such
purposes). The Partnership's funds available for Investments and to meet
its
capital needs are expected to undergo major fluctuations during the
initial
period of operations of up to twenty-four (24) months while this Offering
is
proceeding and during the period (expected to be completed no later than six
(6)
months thereafter) during which the Partnership's funds are being invested
in
Equipment and Financing Transactions. During the balance of its
operating
period, except for infusions of Cash From Operations and Cash From Sales
and
reinvestment of such funds in additional Equipment and Financing
Transactions,
the capital needs and resources of the Partnership are expected to be
relatively
stable. For information concerning the anticipated use of proceeds from the
sale
of Units, see "SOURCES AND USES OF OFFERING PROCEEDS AND RELATED
INDEBTEDNESS"
and "INVESTMENT OBJECTIVES AND POLICIES."
Operations
The Partnership is newly formed and has had no operations to date.
Until
receipt and acceptance of subscriptions for 12,000 Units and the admission
of
the subscribers therefor as Limited Partners on the Initial Closing Date,
the
Partnership will not commence active operations. During the period
commencing
with the Initial Closing Date and continuing throughout the Reinvestment
Period,
the Partnership will be in active operation. The operations of the
Partnership
will consist primarily of the ownership and leasing of the Equipment and
to a
lesser degree, making and managing the Financing Transactions. See
"INVESTMENT
OBJECTIVES AND POLICIES."
The Partnership will acquire Equipment with Net Offering Proceeds
and
indebtedness, (which is expected to average at least 50% of the
Partnership's
aggregate Purchase Price for all of its Equipment, determined when the
Net
Offering Proceeds of this Offering are fully invested). However, in the
event
the Partnership requires additional cash or the General Partner determines
that
it is in the best interests of the Partnership to obtain additional funds
to
increase cash available for Investment in Equipment and Financing
Transactions
(e.g. to fund Commission Loans of up to 8.0% of Gross Offering Proceeds) or
for
any other proper business need of the Partnership, the Partnership may
borrow,
on a secured or unsecured basis, amounts up to 80% of the aggregate
Purchase
Price of all Investments acquired by the Partnership at any given time
following
full investment of the Net Offering Proceeds. The Partnership currently has
no
arrangements with, or commitments from, any Lender with respect to any
such
borrowings. The General Partner anticipates that any acquisition financing
or
other borrowings (including Commission Loans) will be obtained
from
institutional lenders. See "INVESTMENT OBJECTIVES AND
POLICIES"--"Acquisition
Policies and Procedures".
SUMMARY OF THE PARTNERSHIP AGREEMENT
The following is a brief summary of certain provisions of the Agreement
of
Limited Partnership (the "Partnership Agreement"), which sets forth the
terms
and conditions upon which the Partnership will conduct its business and
affairs
and certain of the rights and obligations of the Limited Partners. Such
summary
does not purport to be complete and is subject to the detailed provisions
of,
and qualified in its entirety by express reference to, the
Partnership
Agreement, a copy of which is included as Exhibit A to the
Registration
Statement of which this Prospectus forms a part. Prospective investors in
the
Partnership should study the Partnership Agreement carefully before making
any
investment.
Establishment and Nature of the Partnership
The Partnership was organized under the Delaware Revised Uniform
Limited
Partnership Act (the "Delaware Act") with ICON Capital Corp., a
Connecticut
corporation, as its General Partner. A limited partnership is a
partnership
having one or more general partners and one or more limited partners. A
limited
partner ordinarily does not play a role in the management or control
of a
partnership's affairs and his liability for partnership obligations is
generally
limited to his investment, while a general partner is, in general,
personally
liable for all partnership obligations.
Name and Address
The Partnership will be conducted under the name "ICON Cash Flow
Partners
L.P. Seven" and will have its principal office and place of business at
600
Mamaroneck Avenue, Harrison, New York 10528 (unless such offices are changed
by
the General Partner with written notice to the Limited Partners).
Purposes and Powers
The Partnership has been organized, without limitation, for the purposes
of
(a) acquiring, investing in, owning, leasing, re-leasing,
financing,
refinancing, transferring or otherwise disposing of, and in all
respects
otherwise dealing in or with, Equipment of all kinds, (b) lending and
providing
financing to other Persons for their acquisition of items of equipment and
other
tangible and intangible personal property of all kinds, pursuant to
financing
arrangements or transactions secured by various items of equipment (or
interests
therein and leases and licenses thereof) and other such personal property,
and
(c) establishing, acquiring, conducting and carrying on any business
suitable,
necessary, useful or convenient in connection therewith, in order to
generate
monthly cash distributions to the Limited Partners during the term of
the
Partnership. In conducting such business, the Partnership is not limited to
any
part of the world (including, without limitation, all land, waters and
space
under, on or above such part of the world).
Duration of Partnership
The term of the Partnership commenced upon the filing of the Certificate
of
Limited Partnership with the Secretary of State of the State of Delaware on
May
23, 1995 and will terminate at midnight on December 31, 2015, subject,
however,
to earlier termination upon the occurrence of any Dissolution Event,
including,
without limitation, (i) the withdrawal, removal or dissolution of, or
the
occurrence of certain bankruptcy events with respect to, the General
Partner
(unless a Substitute General Partner will be timely admitted to
the
Partnership), (ii) the Sale of all or substantially all of the
Partnership's
assets and (iii) the voluntary dissolution of the Partnership.
Capital Contributions
General Partner. The General Partner has contributed $1,000, in cash, as
its Capital Contribution to the Partnership in exchange for a one percent
(1%) Partnership Interest.
Original Limited Partner. The Original Limited Partner has made a
capital
contribution of $1,000 to the Partnership in exchange for ten (10) Units
then
representing a 99% Partnership Interest. On the Initial Closing Date,
the
Original Limited Partner will withdraw from the Partnership, his
capital
contribution of $1,000 will be returned to him in full and his
original
Partnership Interest of ten (10) Units will be retired upon the admission
of
additional Limited Partners.
Limited Partners. Each Limited Partner (other than the Original
Limited
Partner, Affiliated Limited Partners and Limited Partners entitled to
Volume
Discounts) will make a Capital Contribution, in cash, in an amount equal to
the
Gross Unit Price to the capital of the Partnership for each Unit or
fraction
thereof purchased in exchange for such Unit. Each Affiliated Limited
Partner
will make a Capital Contribution, in cash, in an amount equal to the Net
Unit
Price for each Unit or fraction thereof purchased in exchange for such
Unit.
Each Limited Partner entitled to a Volume Discount will make a
Capital
Contribution, in cash, to the capital of the Partnership in an amount equal
to
the Gross Unit Price for each Unit or fraction thereof purchased less the
amount
of the Volume Discount.
Powers of the Partners
General Partner. Except as otherwise specifically provided in
the
Partnership Agreement, the General Partner will have complete and
exclusive
discretion in the management and control of the affairs and business of
the
Partnership and will be authorized to employ all powers necessary or
advisable
to carry out the purposes and investment policies, conduct the business
and
affairs and exercise the powers of the Partnership. Without limiting
the
generality of the foregoing, the General Partner will have the right to
make
Investments for and on behalf of the Partnership and to manage such
Investments
and all other assets of the Partnership. The Limited Partners will not
be
permitted to participate in the management of the Partnership. Except to
the
extent limited by the Delaware Act or the Partnership Agreement, the
General
Partner may delegate all or any of its duties under the Partnership Agreement
to
any Person (including, without limitation, any Affiliate of the
General
Partner).
The General Partner will have the sole and absolute discretion to accept
or
refuse to accept the admission of any subscriber as a Limited Partner to
the
Partnership; provided that no such admission will be accepted unless (i)
the
Minimum Offering will have been achieved, (ii) such admission will not
have
certain tax consequences and (iii) the Person seeking such admission will
agree
in writing to be bound by the provisions of the Partnership Agreement, will
make
a written representation as to whether such Person is or is not a United
States
Person and will satisfy all applicable suitability requirements (see
"INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES").
The General Partner is designated as the Partnership's Tax Matters
Partner
and is authorized and directed by the Partnership Agreement to represent
the
Partnership and its Limited Partners in connection with all examinations of
the
Partnership's affairs by tax authorities and any resulting administrative
or
judicial proceedings, and to expend the Partnership's funds in doing so.
Limited Partners. No Limited Partner shall participate in or have
any
control over the Partnership's business or have any right or authority to
act
for, or to bind or otherwise obligate, the Partnership (except one who is
also
the General Partner, and then only in its capacity as the General Partner).
Limitations on Exercise of Powers by the General Partner
The General Partner will have no power to take any action prohibited by
the
Partnership Agreement or the Delaware Act. Furthermore, the General Partner
is
subject to certain provisions in its administration of the business and
affairs
of the Partnership, as outlined below.
From and after the date when all Capital Contributions have been invested
or
committed to investment in Investments and Reserves (not exceeding 3% of
Gross
Offering Proceeds), used to pay permitted Front-End Fees or returned to
the
Limited Partners in accordance with the Partnership Agreement, the
Partnership
will not incur or assume additional Indebtedness in connection with
the
acquisition of any Investment to the extent that the sum of the principal
amount
of such additional Indebtedness plus the aggregate principal amount
of
Indebtedness of the Partnership then outstanding would exceed 80% of
the
aggregate Purchase Price paid by the Partnership for Investments then held
by
the Partnership (inclusive of the Purchase Price of any Investment then
being
acquired).
The Partnership will neither purchase, lease or license Investments
from,
nor sell, lease or license Investments to, the General Partner or any
Affiliate
of the General Partner (including, without limitation, any Program in which
the
General Partner or any such Affiliate has an interest) except only upon
the
satisfaction of certain conditions, including, but not limited to,
the
following:
(i) the General Partner has determined that such Affiliated Investment is
in the best interests of the Partnership;
(ii) such Affiliated Investment is made by the Partnership upon
terms
(including price) no less favorable to the Partnership than the terms
upon
which the General Partner or such Affiliate entered into such
Affiliated
Investment;
(iii) neither the General Partner nor any such Affiliate will realize
any
gain or other benefit, other than permitted reasonable compensation,
as a
result of such Affiliated Investment; and
(iv) such Affiliated Investment was held only on an interim basis
(generally
not longer than six months) by the General Partner or any Affiliate of
the
General Partner for purposes of facilitating the acquisition of
such
Investment by the Partnership, borrowing money or obtaining financing
for
the Partnership or for other purposes related to the business of
the
Partnership.
No loans may be made by the Partnership to the General Partner or
any
Affiliate of the General Partner. The General Partner or any such
Affiliate,
however, may make Partnership Loans to the Partnership, provided the
terms
of such Partnership Loan will include, without limitation, the following:
(i) interest will be payable with respect to such Partnership Loan at a
rate
not in excess of the lesser of (A) the rate at which the General Partner
or
such Affiliate itself borrowed funds for the purpose of making
such
Partnership Loan, (B) if no such borrowing was incurred, the rate
obtainable
by the Partnership in an arms-length borrowing with similar terms
(without
reference to the General Partner's or such Affiliate's financial
abilities
or guarantees) or (C) the rate from time to time announced by The
Chase
Manhattan Bank (National Association) at its principal lending offices
in
New York, New York as its prime lending rate plus 3% per annum;
(ii) such Partnership Loan will be fully repaid within twelve months
after
the date on which it was made; and
(iii) neither the General Partner nor any such Affiliate may
receive
financial charges or fees in connection with such Partnership Loan
(except
that the General Partner or such Affiliate may be reimbursed, dollar
for
dollar, for actual reasonable out-of-pocket expenses).
The Partnership will not acquire any Investments in exchange for
Interests
in the Partnership.
The Partnership may make Investments in Joint Ventures provided that:
(i) at the time any such Investment in a Joint Venture is made, the
maximum
amount of Gross Offering Proceeds which the Partnership may so invest
shall
equal an amount equal to the smallest of 25% of (A) the Maximum
Offering,
(B) the sum of (1) the cumulative Gross Offering Proceeds raised as of
the
Closing Date next preceding such investment and (2) the Gross
Offering
Proceeds which the General Partner reasonably estimates the Partnership
to
raise from such Closing Date to the Termination Date) or (C) the
cumulative
Gross Offering Proceeds actually raised as of the Termination Date;
(ii) the General Partner has determined that such Investment is in the
best
interests of the Partnership and will not result in duplicate fees to
the
General Partner or any Affiliate of the General Partner;
(iii) such Investment will (if made with certain participants
affiliated
with the Sponsor) be made by the Partnership upon terms that
are
substantially identical to the terms upon which such participants
have
invested in such Joint Venture, except that the Partnership will
have a
right of first refusal with respect to the purchase of any equipment
or
other tangible or intangible personal property or financing
transactions
held by such Joint Venture only for limited purposes; and
(iv) such Investment will (if made with non-affiliated Persons)
give a
controlling interest in such Joint Venture to the Partnership and such
Joint
Venture will own and lease specific Equipment and/or invest in one or
more
specific Financing Transactions.
During the Reinvestment Period, the General Partner may not dissolve
the
Partnership or sell or otherwise dispose of all or substantially all of
the
assets of the Partnership without the Consent of the Majority Interest.
Indemnification of the General Partner
Pursuant to the Partnership Agreement, except to the limited extent
provided
therein, the General Partner and any Affiliate of the General Partner engaged
in
the performance of services for the Partnership will be indemnified by
the
Partnership from assets of the Partnership (and not by the Limited Partners)
for
any liability, loss, cost and expense of litigation suffered by such
party,
which arises out of certain actions (for example, legal costs associated
with
enforcing the Partnership's rights against Lessees, Users and others)
or
omissions to act (for example, the cost of a tax bond while contesting
the
magnitude of, or liability for, state or local taxes) by the General Partner
or
such Affiliate. See "FIDUCIARY RESPONSIBILITY -- Indemnification of the
General
Partner, Dealer-Manager and Selling Dealers."
Liability of Partners
Liability of the General Partner. The General Partner will be liable for
all
general obligations of the Partnership to the extent not paid by
the
Partnership; provided that neither the General Partner nor any Affiliate of
the
General Partner will have any personal liability for obligations of
the
Partnership that are specifically non-recourse to the General Partner or for
the
repayment of the Capital Contribution of any Limited Partner. All decisions
made
for or on behalf of the Partnership by the General Partner will be binding
upon
the Partnership. See "FIDUCIARY RESPONSIBILITY -- General."
Limited Liability of the Limited Partners. No Limited Partner will have
any
personal liability on account of any obligations and liabilities of,
including
any amounts payable by, the Partnership and will only be liable, in its
capacity
as a Limited Partner, to the extent of such Limited Partner's
Capital
Contribution and pro rata share of any undistributed Profits and other assets
of
the Partnership. Notwithstanding any of the foregoing, any Limited Partner
who
participates in the management or control of the Partnership's affairs may
be
deemed to be acting as a General Partner and may lose any entitlement to
limited
liability as against third parties who reasonably believe, in connection
with
the transaction of business with the Partnership, that such Limited Partner
is a
General Partner. See also "RISK FACTORS -- Partnership and Investment Risks
- --
Liability of Limited Partners for Certain Distributions" and " --
Limited
Liability Not Clearly Established."
The Delaware Act provides that, for a period of three years from the date
on
which any distribution is made to any Limited Partner, such Limited Partner
may
be liable to the Partnership for such distribution if (i) after giving effect
to
such distribution, all liabilities of the Partnership (other than liabilities
to
Partners on account of their Partnership Interests and liabilities for which
the
recourse of creditors is limited to specified property of the
Partnership),
exceed the fair value of the assets of the Partnership (except that the
fair
value of any property that is subject to such a limited recourse liability
will
be included in the assets of the Partnership only to the extent that the
fair
value of such property exceeds such liability) and (ii) such Limited
Partner
knew at the time of such distribution that such distribution was made
in
violation of the Delaware Act.
Non-assessability of Units
The Units are nonassessable. Except as may otherwise be required by law
or
by the Partnership Agreement, after the payment of all Subscription Monies
for
the Units purchased by such Limited Partner, no Limited Partner will have
any
further obligations to the Partnership, be subject to any additional
assessment
or be required to contribute any additional capital to, or to loan any funds
to,
the Partnership, but may, under certain circumstances, be required to
return
distributions made to such Limited Partner in violation of the Delaware Act
as
described in the immediately preceding paragraph.
Distribution of Distributable Cash From Operations and Distributable Cash
From Sales
Distributable Cash from Operations and Distributable Cash From
Sales
(Available Cash from such sources) that is not reinvested in Equipment
and
Financing Transactions will be distributed 99% to the Limited Partners
as a
group and 1% to the General Partner until Payout (which is defined as the
time
when the aggregate amount of cash distributions (from whatever sources)
to a
Limited Partner equals the amount of such Limited Partner's Capital
Contribution
plus an amount equal to an eight (8%) percent annual cumulative return on
such
Capital Contribution, compounded daily from a date not later than the last
day
of the calendar quarter in which such Capital Contribution is made
(determined
by treating distributions actually made to a Limited Partner as first
being
applied to satisfy such 8% return on capital which has accrued and has not
been
paid and applying any excess distributions as a return of such Limited
Partner's
Capital Contribution. Income earned on escrowed funds and distributed to
Limited
Partners may be used to satisfy such cumulative return requirement.
Thereafter,
such distributions will be tentatively distributable 90% to the Limited
Partners
as a group and 10% to the General Partner; provided, however, that the
increased
amount so tentatively distributable to the General Partner will be
deferred
until aggregate distributions to the Limited Partners equal at least 150%
of
their respective Capital Contributions (reduced, but not below zero,
by
distributions (if any) made to each of them pursuant to Sections 8.6 (return
of
uninvested capital) or 10.5 (redemptions)). Any such deferred amounts will
be
paid to the General Partner, without interest, out of the first cash
available
to the Partnership upon the earlier of (i) the time when distributions to
the
Limited Partners equal 150% of their aggregate Capital Contributions or
(ii)
upon liquidation of the Partnership.
During the Reinvestment Period (the period of active investment
and
reinvestment by the Partnership which ends five (5) years after
the
Partnership's Final Closing Date (or no later than May 9, 2005)), the
General
Partner will have the sole discretion to determine the amount of
Distributable
Cash From Operations and Distributable Cash From Sales that are to be
reinvested
in new Investments and the amounts that are to be distributed;
provided,
however, each Limited Partner is entitled to receive, and shall receive,
monthly
cash distributions computed as provided in this paragraph. Such
distributions
will be made to the extent that Distributable Cash From Operations
and
Distributable Cash From Sales are sufficient for such purpose. The annual
amount
of such distributions will be computed by multiplying 10.75% by such
Limited
Partner's original Capital Contribution reduced by any portion thereof which
has
been (A) returned to such Limited Partner pursuant to Section 8.6, or
(B)
redeemed by the Partnership pursuant to Section 10.5, of this
Agreement. A
ratable portion (i.e., one-twelfth) of such annual distribution amount shall
be
payable monthly. Such distributions, if made, will reduce the amount of
money
that may be reinvested by the Partnership. As discussed in
"INVESTMENT
OBJECTIVES AND POLICIES--Cash Distributions to Partners", decisions by
the
General Partner as to the amounts of Reserves which the Partnership
establishes
and the amounts of Partnership funds which will be reinvested may effect
the
ability of the Partnership to make such cash distributions.
Such cash distributions will be noncumulative; meaning that,
if
Distributable Cash From Operations and Distributable Cash From Sales
are
insufficient in any calendar month to pay the full amount of such
distributions,
only the actual amount thereof is required to be distributed. Such
cash
distributions will also computed on a non-compounded basis; meaning that
the
principal amount upon which such cash distributions is computed will not
be
increased as the result of the inability of the Partnership to distribute
any
monthly portion of such annual amounts, or reduced by any of such
distributions
actually made, in any prior period. It is expected that a substantial portion
of
all of such cash distributions (e.g. the portion thereof which exceeds
taxable
income for GAAP purposes) will be treated as a return of Limited
Partners'
originally invested capital) and that the balance of such distributions will
be
treated as a return thereon (e.g. the portion thereof which equals
taxable
income for GAAP purposes).
Section 8.1(a) of the Partnership Agreement also provides that each
Limited
Partner is entitled to receive monthly cash distributions (if the
distributions
described above are not adequate) in amounts which would permit the
Limited
Partners to pay federal, state and local income taxes resulting from
Partnership
Operations (assuming that all Limited Partners are subject to income taxation
at
a 31% cumulative tax rate on taxable distributions for GAAP purposes).
Such
distributions will be made to the extent that Distributable Cash From
Operations
and Distributable Cash From Sales are sufficient for such purpose.
During the Disposition Period, the Partnership intends to
promptly
distribute substantially all Distributable Cash From Operations
and
Distributable Cash From Sales.
Section 6.4(g) of the Partnership Agreement provides that the
General
Partner will be paid its monthly Management Fee for any month during
the
Reinvestment Period only after payment in full of any accrued and unpaid
First
Cash Distributions for such month and any previous month. To the extent
such
Management Fee is not paid currently, it will be paid without interest out
of
the first funds available therefore. (See the "SUMMARY OF COMPENSATION.")
Allocation of Profits and Losses
As a general rule, during the Reinvestment Period, the Partnership's
Profits
(including, inter alia, taxable income and gains and items thereof, and items
of
revenue exempt from tax) will be allocated, first, 99% to the Limited
Partners
in proportion to their respective numbers of Units and 1% to the
General
Partner, until each Limited Partner has been allocated Profits equal to
the
excess, if any, of (1) such Limited Partner's Unpaid Target Distribution
(i.e.
the sum of such Limited Partner's (a) Adjusted Capital Contribution plus
(b)
Unpaid Cumulative Return thereon) over (2) such Limited Partner's
Capital
Account balance; next, in a manner which in a manner that will cause (a)
the
excess of the Limited Partners' aggregate Capital Account balances over
the
amount of their aggregate Unpaid Target Distributions and (b) the
General
Partner's Capital Account balance, to be in the ratio of 90% to 10%;
and
thereafter, 90% to the Limited Partners in proportion to their
respective
numbers of Units and 10% to the General Partner. During the Disposition
Period,
the Partnership's Profits first will be allocated to all Partners in the
amount
necessary to eliminate any deficits in their capital accounts, and,
thereafter,
will be allocated as described above.
As a general rule, 99% of the Partnership's Losses (including, inter
alia,
tax losses and deductions and items thereof, and items of expense that are
not
deductible for federal income tax purposes) will be allocated among the
Limited
Partners in proportion to their respective numbers of Units and 1% will
be
allocated to the General Partner throughout the term of the Partnership .
In addition to the general provisions regarding allocations of Profits
and
Losses, the Partnership Agreement contains a number of special allocations
that
are intended to meet certain "safe harbor" provisions contained in the
Treasury
Regulations relating to partnership allocations (for example, a
"qualified
income offset" provision requires that Profits be allocated to any
Limited
Partners developing deficits in their Capital Account in an amount necessary
to
eliminate such deficits; and "minimum gain chargeback" provisions require
that
depreciation recapture and other similar items of income be allocated back
to
the Partners who were initially allocated the depreciation deductions or
other
related items of deduction); and certain other special allocations that
are
designed to reflect the business deal among the Partners (for example, the
Sales
Commissions with respect to any Unit are allocated to the owner of that Unit)
or
to protect the Limited Partners in the event the Partnership is subjected to
an
unexpected tax liability because of a particular Partner (for example,
local
taxes that are imposed on the Partnership because of a Partner's residence
in
that locality will be charged to that Partner).
The Partnership Agreement provides that Limited Partners who own Units
for
less than an entire fiscal year will be allocated Profits or Losses (which
will
be treated as if they occurred ratably over the fiscal year) based on
the
proportionate part of the fiscal year that they owned their Units.
Withdrawal of the General Partner
Voluntary Withdrawal The General Partner may not voluntarily withdraw
as a
General Partner from the Partnership without (i) 60 days' advance written
notice
to the Limited Partners, (b) an opinion of Tax Counsel that such withdrawal
will
not cause the termination of the Partnership or materially adversely affect
the
federal tax status of the Partnership and (c) a selection of, and acceptance
of
its appointment as such by, a Substitute General Partner (i) acceptable
to a
Majority Interest of the Limited Partners with an adequate net worth in
the
opinion of Tax Counsel.
Involuntary Withdrawal The General Partner may be removed by Consent of
the
Majority Interest or upon the occurrence of any other event that constitutes
an
event of withdrawal under the Delaware Act as then in effect. Neither
the
General Partner nor any of its Affiliates may participate in any vote by
the
Limited Partners to (i) involuntarily remove the General Partner or (ii)
cancel
any management or service contract with the General Partner or any
such
Affiliate.
Liability of Withdrawn General Partner Generally speaking, the
General
Partner shall remain liable for all obligations and liabilities incurred by
it
or by the Partnership while it was acting in the capacity of General Partner
and
for which it was liable as General Partner, but shall be free of any
obligation
or liability incurred on account of or arising from the activities of
the
Partnership from and after the time such withdrawal shall have become
effective.
Transfer of Units
Withdrawal of a Limited Partner A Limited Partner may withdraw from
the
Partnership only by Assigning or having all Units owned by such Limited
Partner
redeemed in accordance with the Partnership Agreement. A Limited Partner
may
generally assign all of his Units and may assign a portion of his or her
Units
except certain impermissible types of assignees or assignments which
would
adversely effect the Partnership (See Exhibit A--Section 10.2).
Limited Right of Presentment for Redemption
of
- ------------------------------------------------- Units Commencing with
the
- ----- second full calendar quarter following the Final Closing Date and at
any
time and from time to time thereafter until termination of the Partnership,
any
Limited Partner (other than an Affiliated Limited Partner) may request that
the
Partnership redeem all or any portion of his or her Units. Subject to
the
availability of funds and the other provisions of this Section 10 of
the
Partnership Agreement (see "TRANSFER OF UNITS" Section "Limited Right
of
Presentment for Redemption of Units", below). Dissolution and Winding-up
Events Causing Dissolution The Partnership shall be dissolved upon
the
happening of any of the following events (each a "Dissolution Event") (i)
the
withdrawal of the General Partner (unless a Substitute General Partner has
been
duly admitted to the Partnership); (ii) the voluntary dissolution of
the
Partnership (A) by the General Partner with the Consent of the Majority
Interest
or (B) subject to Section 13 of the Partnership Agreement, by the Consent of
the
Majority Interest without action by the General Partner; (iii) the Sale of
all
or substantially all of the assets of the Partnership; (iv) expiration of
the
Partnership term specified in the Partnership Agreement; (v) the Operations
of
the Partnership shall cease to constitute legal activities under the
Delaware
Act or any other applicable law; or (vi) any other event which causes
the
dissolution or winding-up of the Partnership under the Delaware Act.
Liquidation of Partnership Upon the occurrence of a Dissolution Event,
the
Investments and other assets of the Partnership will be liquidated and
the
proceeds thereof will be distributed to the Partners after payment
of
liquidation expenses and the debts of the Partnership and otherwise in the
order
of priority set forth in the Partnership Agreement and the existence of
the
Partnership will be terminated. No Limited Partner is guaranteed the return
of,
or a return on, such Limited Partner's Capital Contribution.
Access to Books and Records
The General Partner will maintain the books and records of the
Partnership
at the Partnership's principal office. Each Limited Partner will have the
right
to have a copy of the Participant List (including, among other things, the
names
and addresses of, and number of Units held by, each Limited Partner) mailed
to
it for a nominal fee; provided such Limited Partner will certify as to
the
non-commercial use thereof. In addition, each Limited Partner or
his
representative will have the right, upon written request, subject to
reasonable
Notice and at such Limited Partner's expense, to inspect and copy such
other
books and records of the Partnership as will be maintained by the
General
Partner.
Meetings and Voting Rights of Limited Partners
Meetings A meeting of the Limited Partners to act upon any matter on
which
the Limited Partners may vote may be called by the General Partner at any
time
on its own initiative and will be called by the General Partner following
its
receipt of written request(s) for a meeting from Limited Partners holding 10%
or
more of the then outstanding Units. In addition, in lieu of a meeting, any
such
matter may be submitted for action by Consent of the Limited Partners.
<PAGE>
Voting Rights of Limited Partners The Limited Partners, acting by
the
Consent of the Majority Interest constituting a numerical majority (i.e.,
more
than 50%) of Units, may take action on the following matters without
the
concurrence of the General Partner:
(i) amendment of the Agreement; provided that such amendment (A) may not
in
any manner allow the Limited Partners to take part in the control
or
management of the Partnership's business, and (B) may not, without
the
specific Consent of the General Partner, alter the rights, powers and
duties
of the General Partner as set forth in the Partnership Agreement;
(ii) dissolution of the Partnership;
(iii) Sale or series of Sales of all or substantially all of the assets
of
the Partnership (except any such Sale or series of Sales in the
ordinary
course of liquidating the Partnership's Investments during the
Disposition
Period (see "Dissolution and Winding-up--Liquidation of Partnership",
in
this Section); and
(iv) removal of the General Partner and election of one or more
Substitute General Partners.
Limited Partners who dissent from any vote approved by the Majority Interest
are
bound by such vote and do not have a right to appraisal of, or
automatic
repurchase of, their Units as a result thereof.
Amendments
Amendment by Limited Partners without Concurrence of the General
Partner.
The Limited Partners, acting by the Consent of the Majority Interest without
the
concurrence of the General Partner, may amend the Partnership Agreement
to
effect any change therein, except (i) in any manner to allow the
Limited
Partners to take part in the control or management of the
Partnership's
business, and (ii) without the specific Consent of the General Partner, to
alter
the rights, powers and duties of the General Partner as set forth in
the
Partnership Agreement. Notwithstanding the foregoing, (x) any amendment of
the
provisions of the Partnership Agreement relating to amendments of
the
Partnership Agreement will require the Consent of each Limited Partner and
(y)
any amendment that will increase the liability of any Partner or
adversely
affect any Partner's share of distributions of cash or allocations of Profits
or
Losses for Tax Purposes or of any investment tax credit amounts of
the
Partnership will require the Consent of each Partner affected thereby.
<PAGE>
Amendment by General Partner without the Consent of the Limited
Partners.
The General Partner may, without the Consent of the Majority Interest, amend
the
Partnership Agreement to effect any change therein for the benefit or
protection
of the Limited Partners, including, without limitation:
(i) to add to the representations, duties or obligations of the General
Partner or to surrender any right or power granted to the General Partner;
(ii) to cure any ambiguity in, or to correct or supplement, any provision
thereof;
(iii) to preserve the status of the Partnership as a "limited
partnership"
for federal income tax purposes (or under the Delaware Act or any
other
applicable law);
(iv) to delete or add any provision thereof or thereto required to be
so
deleted or added by the Commission, by any other federal or state
regulatory
body or other agency (including, without limitation, any "blue
sky"
commission) or by any Administrator or similar official;
(v) to permit the Units to fall within any exemption from the definition
of
"plan assets" contained in Section 2510.3-101 of Title 29 of the Code
of
Federal Regulations;
(vi) under certain circumstances, to amend the allocation
provisions
thereof, in accordance with the advice of Tax Counsel, the Accountants
or
the IRS, to the minimum extent necessary; and
(vii) to change the name of the Partnership or the location of its
principal office.
<PAGE>
TRANSFER OF UNITS
Withdrawal
A Limited Partner may withdraw from the Partnership only by Assigning
having
redeemed all Units owned by such Limited Partner in accordance with the terms
of
the Partnership Agreement.
Restrictions on the Transfer of Units
There is no public or secondary market for the Units and none is expected
to
develop. Moreover, a Limited Partner may Assign Units owned by such
Limited
Partner to an Assignee only upon the satisfaction of certain conditions
and
subject to certain restrictions. Finally, an Assignee of any
Partnership
Interest will become a Substitute Limited Partner only if the General
Partner
has reasonably determined that all conditions to an Assignment have
been
satisfied and that no adverse effect to the Partnership does or may result
from
the admission of such Substitute Limited Partner to the Partnership and
such
Assignee will have executed a transfer agreement and such other forms,
including
executing a power of attorney to the effect set forth in the
Partnership
Agreement, as the General Partner reasonably may require. Consequently,
holders
of Units may not be able to liquidate their investments in the event
of
emergencies or for any other reasons or to obtain financing from lenders
who
will readily accept Units as collateral.
A Limited Partner may Assign Units held by it to any Person (an
"Assignee")
only upon the satisfaction of certain conditions, including, but not limited
to
the following:
(i) such Limited Partner and such Assignee will each execute a
written
Assignment instrument, in form and substance satisfactory to the
General
Partner, which will, among other things, state the intention of such
Limited
Partner that such Assignee will become a Substitute Limited
Partner,
evidence the acceptance by the Assignee of all of the terms and
provisions
of the Partnership Agreement and include a representation by both
such
Limited Partner and such Assignee that such Assignment was made
in
accordance with all applicable laws and regulations (including,
without
limitation, such minimum investment and investor suitability requirements
as
may then be applicable under state securities laws); and
(ii) such for Assignee will pay to the Partnership a fee not
exceeding
$150.00 to the Partnership for costs and expenses reasonably incurred
in
connection with such Assignment.
Furthermore, unless the General Partner will specifically Consent, no
Units
may be Assigned:
(i) to a minor or incompetent (unless a guardian, custodian or
conservator has been appointed to handle the affairs of such Person);
(ii) to any Person if, in the Opinion of Tax Counsel, such Assignment
would
result in the termination of the Partnership's taxable year or its status
as
a partnership for federal income tax purposes, provided that the
Partnership
may permit such Assignment to become effective if and when, in the
opinion
of Tax Counsel, such Assignment would no longer result in the termination
of
the Partnership's taxable year or its status as a partnership for
federal
income tax purposes;
(iii) to any Person if such Assignment would affect the
Partnership's
existence or qualification as a limited partnership under the Delaware
Act
or the applicable laws of any other jurisdiction in which the Partnership
is
then conducting business;
(iv) to any Person not permitted to be an Assignee under applicable
law,
including, without limitation, applicable federal and state securities
laws;
(v) if such Assignment would result in the transfer of a
Partnership
Interest representing less than twenty-five (25) Units, or ten (10) Units
in
the case of an IRA or Qualified Plan (unless such Assignment is of
the
entire Partnership Interest owned by such Limited Partner);
(vi) if such Assignment would result in the retention by such
Limited
Partner of a portion of its Partnership Interest representing less than
the
greater of (A) twenty-five (25) Units, or ten (10) Units in the case of
an
IRA or Qualified Plan, and (B) the minimum number of Units required to
be
purchased under minimum investment standards applicable to an
initial
purchase of Units by such Limited Partner;
(vii) if, in the reasonable belief of the General Partner, such
Assignment might violate applicable law;
(viii) if the effect of such Assignment would be to cause the "equity
participation" in the Partnership by "benefit plan investors" (both
within the meaning of DOL Reg. ss. 2510.3-101(f)) to equal or exceed 25%;
or
(ix) if such Assignment would cause an impermissible percentage of Units
to
be owned by non-United States Citizens.
Any attempt to make any Assignment of Units in violation of the provisions
of
the Partnership Agreement or applicable law will be null and void ab initio
and
will not bind the Partnership.
The Partnership Agreement provides further that so long as there are
adverse
federal income tax consequences from being treated as a "publicly
traded
partnership" for federal income tax purposes, the General Partner will
not
permit any interest in a Unit to be Assigned on a Secondary Market and, if
the
General Partner determines in its sole discretion, that a proposed
assignment
was effected on a Secondary Market, the Partnership and the General Partner
have
the right to refuse to recognize any such proposed Assignment and to take
any
action deemed necessary or appropriate in the General Partner's
reasonable
discretion so that such proposed Assignment is not in fact recognized.
Any
Assignment which results in a failure to meet the "safe harbor" provisions
of
Notice 88-75 (July 5, 1988) issued by the Service, or any substitute
safe-harbor
provisions subsequently established by Treasury Regulations or
published
notices, will be treated as causing the Units to be publicly traded. Pursuant
to
the Partnership Agreement, the Limited Partners will agree to provide
all
information respecting Assignments, which the General Partner deems necessary
in
order to determine whether a proposed transfer occurred on a Secondary Market.
Assignments of Units will be recognized by the Partnership as of the
first
day of the Segment following the date upon which all conditions to
such
Assignment will have been satisfied.
Limited Right of Presentment for Redemption of Units
The Partnership will at no time be under any obligation to redeem Units
of a
Limited Partner and will do so only in the sole and absolute discretion of
the
General Partner. Commencing with the second full calendar quarter following
the
Final Closing Date and at any time and from time to time thereafter
until
termination of the Partnership, any Limited Partner may request that
the
Partnership redeem, and, subject to the availability of funds and provided
that
the Partnership will not in any calendar year redeem Partnership Interests
that,
in the aggregate, exceed 2% of the total Partnership Interests outstanding as
of
the last day of such calendar year, with the prior Consent of the
General
Partner, the Partnership will redeem, for cash, up to 100% of the
Partnership
Interest of such Limited Partner, at the Applicable Redemption Price.
The
Applicable Redemption Price, with respect to any Unit, will be an
amount
(determined as of the date of redemption of such Unit), as follows:
(a) during the Reinvestment Period, equal to 85% of the original
Capital
Contribution of such Limited Partner less the sum of (i) 100% of
previous
distributions to such Limited Partner of uninvested Capital
Contributions,
(ii) 100% of previous distributions of Distributable Cash, (iii) 100% of
any
previous allocations to such Limited Partner of investment tax
credit
amounts and (iv) the aggregate amount, not exceeding $150.00, of
expenses
reasonably incurred by the Partnership in connection with the
redemption
such Unit; and
(b) during the Disposition Period, equal to 100% of the balance of
the
Capital Account of such Limited Partner as of the end of the month
next
preceding such date of redemption less the sum of (i) such Limited
Partner's
pro rata share (without giving effect to such redemption) of Profits
and
Losses of the Partnership (as reasonably estimated by the General
Partner)
for the period commencing on the first calendar day of the month in
which
such redemption date will occur and (ii) the aggregate amount, not
exceeding
$150.00, of expenses reasonably incurred by the Partnership in
connection
with the redemption such Unit;
provided, however, that in no event will the applicable redemption
price
computed under either clause (a) or (b) exceed an amount equal to
such
Limited Partner's Capital Account balance as of the end of the
calendar
quarter preceding such redemption minus cash distributions which have
been
made or are due to be made for the calendar quarter in which the
redemption
occurs (for a redemption of all Units owned by such Limited Partner or
that
portion of such amount which is proportionate to the percentage of
such
Limited Partner's Units which are redeemed in the case of
partial
redemptions).
There can be no assurance that the Applicable Redemption Price will in
any
way reflect the fair market value of the Units at the time of redemption.
<PAGE>
The availability of funds for the redemption of any Unit will be subject
to
the availability of sufficient Distributable Cash. In this connection, it
should
be noted that the General Partner intends to reinvest a substantial portion
of
the Partnership's Cash From Operations and substantially all Cash From
Sales
during the Reinvestment Period. Furthermore, Units may be redeemed only if
such
redemption would not impair the capital or the Operations of the Partnership
and
would not result in the termination under the Code of the Partnership's
taxable
year or of its federal income tax status as a partnership. Any amounts used
to
redeem Units will reduce Partnership funds available to make Investments
and
distributions to the remaining Partners. In the event that the
Partnership
receives requests to redeem more Units than there are funds sufficient
to
redeem, the General Partner will honor redemption requests in the order in
which
duly executed and supported redemption requests are received. The
General
Partner will use its reasonable efforts to honor requests for redemptions
of
Units with the same request date first as to Hardship Redemptions, second so
as
to provide liquidity for IRAs or Qualified Plans to meet required
distributions
and finally as to all other redemption requests. A Limited Partner desiring
to
have a portion or all or his Units redeemed will submit a written request to
the
General Partner on a form approved by the General Partner duly signed by
all
owners of such Units on the books of the Partnership. Redemption
requests
hereunder will be deemed given on the earlier of the date the same is
(i)
personally delivered with receipt acknowledged, or (ii) mailed by
certified
mail, return receipt requested, postage prepaid, at the General Partners
address
set forth herein. Requests arising from death, major medical expense and
family
emergency related to disability or a material loss of family
income,
collectively "Hardship Redemptions") will be treated as having been received
at
12:01 A.M. EST and all other requests will be deemed received with the start
of
the business day during which received). Within the times specified above,
the
General Partner will accept or deny each redemption request. The General
Partner
will, in its sole discretion, decide whether a redemption is in the
best
interest of the Partnership.
Certain Consequences of Transfer
Any Units tendered to, and accepted by, the Partnership for redemption
will
be canceled when redeemed and, as of the date of such redemption, will no
longer
represent a Partnership Interest. In the event that any Limited Partner
will
Assign all Units owned by such Limited Partner, or have all such Units
accepted
for redemption by the Partnership, such Limited Partner will thereupon cease
to
be a Limited Partner and will no longer have any of the rights or privileges
of
a Limited Partner in the Partnership. Whether or not any Assignee
becomes a
Substitute Limited Partner, however, the Assignment by a Limited Partner of
such
Limited Partner's entire Partnership Interest will not release such
Limited
Partner from liability to the Partnership to the extent of any portion of
such
Limited Partner's Capital Contribution not yet paid and of any
distributions
(including any return of or on such Limited Partner's Capital Contribution)
made
to such Limited Partner in violation of the Delaware Act or other
applicable
law.
<PAGE>
The sale of Units by a Limited Partner may result in the recapture of all
of
the depreciation deductions previously allocated to such Limited Partner.
See
the "FEDERAL INCOME TAX CONSEQUENCES--Sale or Other Disposition of
Partnership
Interest."
Neither the General Partner nor any of its Affiliates (i.e., no
Affiliate
Limited Partner) may redeem their Partnership Units, if any.
Gain or loss realized on the redemption of a Unit by a Limited Partner
who
holds his Units as a capital asset and who has held such Unit for more than
one
year, will be capital gain or loss, as the case may be, except that any
gain
realized will be treated as ordinary income to the extent attributable to
the
Limited Partner's share of potential depreciation recapture on
Partnership
Equipment, substantially appreciated inventory items and unrealized
receivables.
See "FEDERAL INCOME TAX CONSEQUENCES--Treatment of Cash Distributions
Upon
Redemption."
REPORTS TO LIMITED PARTNERS
Annual Reports
By March 15 of each Fiscal Year, the General Partner will deliver to
each
Limited Partner a statement of such Partner's share of the Partnership's
income,
gains, losses, deductions, and items thereof, and credits, if any, for
the
Fiscal Year most recently completed to enable such Limited Partner to
prepare
his federal income tax return.
Within 120 days after the end of the Partnership's fiscal year, the
General
Partner will send to each Person who was a Limited Partner at any time
during
such Fiscal Year an annual report including, among other things:
(i) financial statements for the Partnership for such Fiscal Year,
including
a balance sheet as of the end of such Fiscal Year and related statements
of
operations, cash flows and changes in Partners' equity, which will
be
prepared as required by the Partnership Agreement and accompanied by
an
auditor's report containing an opinion of the Accountants;
(ii) a breakdown (by source) of distributions made during such Fiscal
Year to the General Partner and the Limited Partners;
(iii) a status report with respect to each item of Equipment and
each
Financing Transaction which individually represents at least 10% of
the
aggregate Purchase Price of the Partnership's Investments at the end of
such
Fiscal Year, including (among other things) information relevant to
the
condition and utilization of such Equipment or the collateral securing
such
Financing Transaction;
(iv) a breakdown of the compensation paid to, and any amounts reimbursed
to,
the Sponsor, including among other things) a statement of the
services
performed or expenses incurred in consideration therefor, a summary of
the
terms and conditions of any contract with the Sponsor which was not filed
as
an exhibit to the Registration Statement of which this Prospectus
forms a
part and a statement of the total amount of all costs and
expenses
reimbursed to the Sponsor by the Partnership and any other Programs of
the
Sponsor demonstrating the allocation thereof between the Partnership
and
such other Programs;
(v) until all Capital Contributions have been invested or committed
to
investment in Investments and Reserves (not exceeding 3% of Gross
Offering
Proceeds), used to pay permitted Front-End Fees or returned to the
Limited
Partners in accordance with the Partnership Agreement, certain
information
regarding Investments made by the Partnership during such Fiscal Year.
Quarterly Reports
Within 60 days after the end of each of the first three Fiscal Quarters
in
any Fiscal Year, the General Partner will send, to each Person who was a
Limited
Partner at any time during such Fiscal Quarter, an interim report for
such
Fiscal Quarter including, among other things:
(i) unaudited financial statements for the Partnership at and for
such
Fiscal Quarter, including a balance sheet and related statements
of
operations, cash flows and changes in Partners' equity;
(ii) a tabular summary of the compensation paid to, and any
amounts
reimbursed to, the Sponsor, including (among other things) a statement
of
the services performed or expenses incurred in consideration therefor
and a
summary of the terms and conditions of any contract with the Sponsor
which
was not filed as an exhibit to the Registration Statement of which
this
Prospectus forms a part; and
(iv) until all Capital Contributions have been invested or committed
to
investment in Investments and Reserves (not exceeding 3% of Gross
Offering
Proceeds), used to pay permitted Front-End Fees or returned to the
Limited
Partners in accordance with the Partnership Agreement, certain
information
regarding Investments made by the Partnership during such Fiscal Quarter.
PLAN OF DISTRIBUTION
Subject to the conditions set forth in this Prospectus and in
accordance
with the terms and conditions of the Partnership Agreement, pursuant to
the
Dealer-Manager Agreement between the Partnership and the Dealer-Manager,
the
Partnership will offer through the Dealer-Manager, on a best efforts
basis, a
Maximum Offering of 1,000,000 Units, all of which are priced at $100 per
Unit
(except for certain Units which may be purchased by (i) Affiliated
Limited
Partners for the Net Unit Price of $92.00 per Unit and (ii) a single
subscriber
which are eligible for Volume Discounts as described on footnote (1) on
Page 2
of this Prospectus). The minimum subscription is 25 Units (10 Units for IRAs
and
Qualified Plans, including Keogh plans except in certain states as set forth
in
the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION
PROCEDURES" Section). See "INVESTOR SUITABILITY STANDARDS--Minimum
Unit
Purchase."
Units will be sold through primarily through the Selling Dealers and
to a
limited extent by the Dealer-Manager. The Partnership will pay to the
Selling
Dealer or the Dealer-Manager, as the case may be, a Sales Commission equal
to
8.0% of the Gross Offering Proceeds from the sale of such Units (except
for
Units sold to Affiliated Limited Partners, as to which no Sales Commission
is
payable, or to subscribers entitled to a volume discount, in which case
the
Sales Commission is reduced by the amount of such volume discount) from
Gross
Offering Proceeds of such sales or from the proceeds of any Commission
Loans
which may be obtained by the Partnership in connection therewith.
The
Partnership may obtain a loan as of each Closing Date in the principal amount
of
the Sales Commissions (collectively "Commission Loans") to pay
Commissions
otherwise payable by the Partnership on such Closing Date from Gross
Offering
Proceed for the purpose of increasing the total amount of Gross
Offering
Proceeds immediately available for Investments. The Partnership's total
payments
of principal of, and interest on, any such Commission Loans would exceed
the
corresponding amounts of Commissions paid with the proceeds of such loans by
the
interest paid thereon. Consequently, the General Partner expects to
utilize
Commission Loans only when, it has determined that an opportunity exists to
use
such borrowings to obtain Investments which have contractual payments
which
exceed the total payments of principal of, and interest on, the
corresponding
Commission Loans.
Generally, Units are purchased by all subscribers at a price of $100.00
per
Units except for:
(a) officers, employees and securities representatives of the
General
Partner, its Affiliates and Selling Dealers ("Affiliated Limited
Partners")
who may purchase Units for investment purposes only for the Net Unit
Price
of $92.00 per Unit. The Partnership will incur no obligation to pay
any
Sales Commissions with respect to such purchases. The General Partner's
and
its Affiliates' purchases of Units are limited to a maximum of 10% of
the
total Units purchased.
(b) Investors buying in volume are entitled to volume discounts as
follows:
Number of Units Discount Net Purchase Price
2,499 or less None $100.00
2,500 to 4,999 $2.50 $ 97.50
5,000 to 9,999 $3.50 $ 96.50
10,000 to 19,999 $4.50 $ 95.50
20,000 or more $6.50 $ 93.50
Volume Discounts reduce the Sales Commissions that would otherwise
be
payable in connection with the purchase of Units. An investor entitled
to a
volume discount will receive such discount through a reduction of the
aggregate
cash purchase price required to purchase Units.
The proceeds to the Partnership, net of Sales Commissions and
volume
discounts, if any, will be the same for all such sales as for sales to
the
general public.
The total marketing compensation to be paid to the Dealer-Manager and
all
participating Selling Dealers in connection with the offering of Units in
the
partnership, including Sales Commissions and Underwriting Fees, will not
exceed
a maximum of 10.0% of the Gross Offering Proceeds (except that the
General
Partner may pay bona fide due diligence fees and expenses incurred by
the
Dealer-Manager and prospective Selling Dealers from its O & O Expense
Allowance
up to the lesser of (i) an additional 1/2 of 1% of such Gross Offering
Proceeds
or (ii) the maximum amount allowable under the NASD Rules of Fair Practice).
Any
payments made in connection with due diligence activities will only be paid
on a
fully accountable basis and only for bona fide due diligence activities.
Amounts
paid or advanced for Sales Commissions and due diligence fees and expenses
will
be made only for bona fide sales or due diligence activities as evidenced
by
receipt of duly executed subscription documents (in the case of sales) and
an
invoice and other evidence satisfactory to the General Partner confirming
the
nature and cost of due diligence activity performed (in the case of
due
diligence activities). The sums which may be expended in connection with
due
diligence activities are included in the O & O Expense Allowance paid by
the
partnership to the General Partner. See "SUMMARY OF COMPENSATION."
The Dealer-Manager Agreement and the Selling Dealer Agreements
contain
provisions for the indemnification of the Dealer-Manager and
participating
Selling Dealers by the Partnership with respect to certain
liabilities,
including liabilities arising under the Securities Act. The Dealer-Manager
may
be deemed to be an "underwriter" for purposes of the Securities Act
in
connection with this offering.
Segregation of Subscription Payments
Commencing on the effective date of this Prospectus and until
subscriptions
for 12,000 Units (or 50,000 Units in the case of residents of Pennsylvania)
have
been accepted by the General Partner and such subscribers have been admitted
as
Limited Partners on the Initial Closing Date (or a subsequent Closing Date
in
the case of Pennsylvania residents), all funds received by the
Dealer-Manager
from subscriptions for Units will be placed in an escrow account, at
the
Partnership's expense, with The Bank of New York (NJ) or another
banking
institution designated by the General Partner, as escrow agent.
Thereafter,
funds received through the Termination Date will be deposited in the
Qualified
Subscription Account maintained by the Partnership.
The General Partner will promptly accept or reject subscriptions for
Units
after its receipt of a prospective investor's Subscription Documents
and
subscription funds. The Initial Closing Date will be as soon as
practicable
after the receipt and acceptance by the Partnership of subscriptions for
12,000
Units (excluding for such purpose subscriptions from residents of
Pennsylvania).
Subsequent to the Initial Closing Date, it is anticipated that Closings will
be
held not less frequently than twice monthly (on the fifteenth and last day
of
each month) and as frequently as once a week (provided the number of
Units
subscribed for is sufficient to justify the burden and expense of a
Closing).
Once subscriptions for a total of 50,000 Units (including subscriptions
from
residents of Pennsylvania), all subscription payments then remaining in
escrow
would be released from escrow and the escrow agreement would be
terminated.
Thereafter subscription payments would continue to be deposited with the Bank
of
New York (NJ) in a special, segregated, subscription account of the
Partnership
which will be maintained during the Offering Period for the receipt
and
investment of subscription payments. At each Closing, the Partnership will
admit
as Limited Partners, effective as of the next day, all subscribers
whose
subscriptions have been received and accepted by the Partnership and who
are
then eligible to be admitted to the Partnership (e.g., Pennsylvania
subscribers
are not eligible to be admitted to the Partnership prior to sale of
50,000
Units) for the funds representing such subscriptions will be released from
the
escrow account or from the Partnership's segregated subscription account (as
the
case may be) to the Partnership.
Interest earned, if any, on subscription funds of subscribers who
are
accepted and admitted to the Partnership will be remitted to the subscribers
by
the Escrow Agent or the General Partner as soon as practicable after
their
admission. If 12,000 Units have not been subscribed for on or before
the
anniversary of the date on the Cover of this Prospectus (which is dated as
of
the Effective Date) (or, in the case of each subscriber from Pennsylvania,
if
50,000 Units have not be sold within 120 days of the Escrow Agent's receipt
of
such subscription, and such subscriber has been offered and has elected
to
rescind his or her subscription), then the Partnership will direct the
Escrow
Agent to release the applicable subscription payments from escrow and
return
them promptly to the relate subscribers, together with all interest
earned
thereon, in which case the Partnership will be terminated. The
procedure
described in the preceding sentence will be applied to return
subscription
payments (if any) which are held in the Escrow Account for twelve months
from
the date of this Prospectus. In addition, any Net Proceeds from the sale
of
Units in the Partnership which have not been invested or committed
for
investment within two years after the Effective Date (except for Reserve
and
necessary operating capital) will be returned, without interest, to the
Limited
Partners in proportion to their respective Capital Contributions. Any
such
returned proceeds will include, in addition, a return of the proportionate
share
of the O & O Expense Allowance, Underwriting Fees and any Sales Commissions
paid
to the General Partner or any of its Affiliates. See "INVESTMENT OBJECTIVES
AND
POLICIES - Return of Uninvested Net Proceeds."
<PAGE>
INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION PROCEDURES
General Suitability Considerations
Among the reasons for establishing investor suitability standards
and
minimum dollar amounts of investment is that there is no public market for
the
Units, which are not freely transferable, and none is expected to
develop.
Accordingly, only Persons able to make a long-term investment and who
have
adequate financial means and no need for liquidity with regard to
their
investment should purchase Units. Investors subscribing for Units
should
carefully consider the risk factors and other special considerations
(including
the lack of a market for Units and the resulting long-term nature of
an
investment in Units) described under "RISK FACTORS--Partnership and
Investment
Risks-- Restricted Transferability and Illiquidity of Units," "TRANSFER
OF
UNITS--Restrictions on the Transfer of Units" and "--Limited Right
of
Presentment". An investment in Units is not appropriate for investors who
must
rely on cash distributions with respect to their Units as their primary, or
as
an essential, source of income to meet their necessary living expenses.
State Requirements Concerning Minimum Investment and Minimum Investor Net
Worth/Income
Minimum Investment. All Investors other than Qualified Plans and IRAs:
The
minimum number of Units an investor may purchase is 25 Units (other
than
residents of Nebraska, for whom the minimum investment is 50 Units).
Qualified
Plans and IRAs: The minimum number of Units which a Qualified Plan and an
IRA
may purchase is 10 Units (except for Qualified Plans and IRAs established
by
residents of the following states: Arizona, Iowa, Indiana, Maine,
Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, New Mexico, North
Carolina,
Oklahoma, Pennsylvania, South Dakota, Tennessee, and Texas (for which
the
minimum investment is 20 Units) and Iowa (for which the minimum IRA
account
investment is 25 Units)).
Minimum Net Worth/Income. Except with respect to Qualified Plans and
IRAs
and except for residents of states with higher suitability standards
(as
described below), Units will be sold during the Offering only to an investor
who
represents, in writing:
(i) that such investor has either (A) both a net worth of at least
$30,000
in excess of Capital Contributions required to be made in respect of
Units
subscribed for by such investor and an annual gross income of at
least
$30,000, or (B) irrespective of annual gross income, a net worth of at
least
$75,000 or that such investor is purchasing in a fiduciary capacity
for a
Person who meets either such condition, or
(ii) that such investor satisfies the suitability standards applicable
in
such investor's state of residence or domicile, if such standards are
more
stringent (as listed in "--Certain State Requirements" paragraph below or
in
the current Supplement to this Prospectus).
All computations of net worth for purposes of all suitability standards
(whether
described above or below) exclude the value of such investor's home,
home
furnishings and personal automobiles and, in connection therewith, all of
such
investor's assets must be valued at their fair market value.
If an investor is a Qualified Plan or an IRA, such investor must
represent
(i) that the IRA owner or the participant in the self-directed Qualified
Plan
satisfies the foregoing standards, or (ii) if other than a
self-directed
Qualified Plan, that the Qualified Plan satisfies the foregoing
suitability
standards.
Each investor must execute a copy of the Subscription Agreement, the form
of
which is included as an exhibit to the Registration Statement of which
this
Prospectus forms a part, or an Assignment instrument or other writing,
to
evidence such investor's compliance with such standards and the requirements
of
applicable laws.
Certain State Requirements. Suitability. The following States
have
established more stringent investor suitability standards than those
established
by the Partnership: Alabama, Arizona, Arkansas, Indiana, Iowa, Kansas,
Maine,
Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New
Jersey,
New Mexico, North Carolina, Ohio, Oklahoma, Oregon, Pennsylvania,
South
Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Washington,
Wisconsin
and Wyoming. Units will only be sold to residents of such jurisdictions who
meet
such more stringent standards. Any proposed transferee of a Unit who
is a
resident of such States must also meet such suitability standards.
Residents of the States of Alabama, Arizona, Arkansas, Indiana,
Kansas,
Maine, Massachusetts, Minnesota, Mississippi, Nebraska, New Mexico,
Ohio,
Oklahoma, Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee,
Texas,
Utah, Vermont, Washington, Wisconsin and Wyoming must (i) both (A) a net
worth
of not less than $45,000 (determined exclusive of the net fair market value
of
(a) his or her home, (b) home furnishings and (c) personal automobiles) and
(B)
$45,000 of annual gross income; or (ii) a net worth of at least
$150,000
(determined as above) and a subscriber (or fiduciary acting on his, her or
its
behalf).
Residents of the States of Iowa, Michigan, Missouri, New Jersey and
North
Carolina must have either (a) annual gross income of $60,000 plus a net worth
of
$60,000 or (b) a net worth of at least $225,000.
Each investor residing in Michigan or Pennsylvania, must have a net
worth
(exclusive of home, home furnishings and automobiles) equal to the greater
of
(a) the net worth requirements described under "Minimum Net Worth/Income,"
or
(b) ten times the amount to be invested by such investor (e.g., a $200,000
net
worth in order to invest $20,000).
Legending of Unit certificates issued to residents of California.
The
California Corporations Commissioner requires that certificates
evidencing
ownership of Units for all Units issued, or subsequently transferred, to
Persons
who are residents of, or who are either domiciled or actually present in,
the
State of California, must bear the following legend restricting transfer:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF A LIMITED
PARTNERSHIP
INTEREST, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY
CONSIDERATION
THEREFOR,WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER
OF
CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN
THE
COMMISSIONER'S RULES."
<PAGE>
Fiduciary and Qualified Plan Subscriptions. When Units are purchased
for
fiduciary accounts, such as trusts and retirement plans, the
foregoing
conditions must be met either by the fiduciary account or by the Person
who
directly or indirectly supplies the funds for the purchase of Units. In the
case
of gifts to minors by a donor, the foregoing conditions must be met by the
donor
who directly or indirectly supplies the funds for such purchase. A
transferee
will be required to comply with all of the foregoing requirements as a
condition
to admission as a Substitute Limited Partner.
In addition, it should be noted that an investment in the Partnership
will
not, in and of itself, create an IRA or Qualified Plan and that, in order
to
create an IRA or Qualified Plan, an investor must itself comply with
all
applicable provisions of the Code and ERISA. IRAs or Qualified Plans, and
other
tax-exempt organizations, when making a decision concerning an investment in
the
Partnership, should consider the following:
(i) any income or gain realized by such entity will be "unrelated
business
taxable income" and subject to the unrelated business tax;
<PAGE>
(ii) investments in the Partnership made by Qualified Plans and IRAs
may
cause a pro rata portion of the Partnership's assets to be considered to
be
"plan assets" with respect to such entities for purposes of ERISA and
the
excise taxes imposed by Section 4975 of the Code; and
(iii) such entities, since they are exempt from federal income
taxation,
will be unable to take full advantage of the tax benefits, if any,
generated
by the Partnership.
See "RISK FACTORS--Federal Income Tax Risks and ERISA Matters --
Unrelated
Business Income," "FEDERAL INCOME TAX CONSEQUENCES -- Taxation of
Employee
Benefit Plans and Other Tax-Exempt Organizations" and "INVESTMENT BY
QUALIFIED
PLANS."
A Fiduciary or Investment Manager (as such terms are defined in
Sections
3(21) and 3(38) of ERISA, respectively) of a Qualified Plan or IRA
or a
fiduciary of another tax-exempt organization should consider all risks
and
investment concerns, including those unrelated to tax considerations,
in
deciding whether an investment in the Partnership is appropriate
and
economically advantageous for a Qualified Plan or other tax-exempt
organization.
See "RISK FACTORS," "INVESTMENT OBJECTIVES AND POLICIES," "FEDERAL INCOME
TAX
CONSEQUENCES" and "INVESTMENT BY QUALIFIED PLANS."
Although the General Partner believes that Units may represent
suitable
investments for individuals, Qualified Plans, IRAs and many different types
of
entities, Units may not be suitable investments for such entities due to
tax
rules of particular application to certain types of entities. (For example,
the
General Partner believes that Units will generally not be a suitable
investment
for charitable remainder trusts.) Furthermore, the foregoing standards
represent
minimum requirements, and a Person's satisfaction of such standards alone
does
not mean that an investment in the Partnership would be suitable for
such
Person. A prospective investor should consult his personal tax and
financial
advisors to determine whether an investment in the Partnership would
be
advantageous in light of his particular situation.
Transfer. Units are subject to substantial transfer restrictions and may
be
transferred only under certain circumstances and subject to certain
conditions
(see "TRANSFER OF UNITS -- Restrictions of Transfer of Units"), including,
among
others, that Units may be sold only to an Assignee who meets all
applicable
suitability standards and any Limited Partner making an Assignment of Units
may
also become subject to the securities laws of the state or other jurisdiction
in
which the transfers are deemed to take place. Furthermore, following a
transfer
of less than all of the Units owned by any Limited Partner, each Limited
Partner
must generally retain a sufficient number of Units to satisfy the
minimum
investment standards applicable to such Limited Partner's initial purchase
of
Units. In the case of a transfer in which a member firm of the
National
Association of Securities Dealers, Inc. ("NASD") is involved, such firm must
be
satisfied that a proposed Assignee of Units satisfies the
suitability
requirements as to financial position and net worth specified in Section 3(b)
of
Appendix F to the NASD's Rules of Fair Practice and must inform the
proposed
Assignee of all pertinent facts relating to the liquidity and marketability
of
the Units during the term of any investment therein.
Subscriber Representations
By signing and initialling the blocks provided in Section 5 of
the
Subscription Agreement and paying for Units, each investor makes
the
representations contained such Section 5 (except as provided to the
contrary
therein) and will be bound by all the terms thereof. In addition, each
investor
acknowledges in his Subscription Agreement that his subscription is subject
to
acceptance by the General Partner, in its sole discretion, and may be
rejected
in whole or in part for any reason.
The representations made by each subscriber (except for certain of
the
representations which may not be made by the residents of certain states
as
noted on such Page C-4) are set forth on page C-3 of Exhibit C to
this
Prospectus and confirm that each subscriber signing the Subscription
Agreement:
(i) has received a copy of the Prospectus; (ii) has read the
"General
Instructions" (on Page C-2) of the Subscription Agreement; (iii) that
an
investment in Units is not liquid; and (iv) that the General Partner may
rely
upon the accuracy of the factual data concerning such subscriber which
is
contained in the Subscription Agreement (including, without limitation, that
(A)
if such investor is an IRA, Qualified Plan or other Benefit Plan, has
accurately
identified itself as such; (B) has accurately identified himself as
either a
U.S. Citizen or non-U.S. Citizen (i.e., as determined in the manner
described
under "Citizenship" below) and (C) has accurately reported his federal
taxpayer
identification number and is not subject to backup withholding of federal
income
taxes). Specifically, by representing whether he is a United States
Citizen,
Resident Alien or resident of another country, each subscriber will be deemed
to
have made a representation as to whether he is or is not a "United
States
Person" as defined in Section 7710(a)(30) of the Code. In addition,
each
subscriber appoints the General Partner as his true and lawful
attorney-in-fact
to execute such documents (including the Partnership Agreement) as may
be
required for the such subscriber's admission as a Limited Partner.
<PAGE>
The Partnership will require such representations to be made by
each
subscriber in order to assist NASD-registered securities sales
representatives,
Selling Dealers and the Dealer-Manager to determine whether an investment
in
Units is suitable for such subscriber. The General Partner will rely upon
the
accuracy and completeness of the subscriber's representations in complying
with
its obligations under applicable state and federal securities laws and
may
assert such representations as a defense against the subscribers or
securities
regulatory agencies.
Each subscriber is also instructed on Page C-2 of the Subscription
Agreement
that: (a) no offer to sell Units may be made except by means of the
Prospectus
and, consequently, (b) SUBSCRIBERS SHOULD NOT RELY UPON ANY ORAL STATEMENTS
BY
ANY PERSON, OR UPON ANY WRITTEN INFORMATION OTHER THAN AS SPECIFICALLY SET
FORTH
IN THE PROSPECTUS AND SUPPLEMENTS THERETO OR IN PROMOTIONAL BROCHURES
CLEARLY
MARKED AS BEING PREPARED AND AUTHORIZED BY THE GENERAL PARTNER, ICON
CAPITAL
CORP., OR BY THE DEALER-MANAGER, ICON SECURITIES CORP., FOR USE IN
CONNECTION
WITH OFFERING OF UNITS TO THE GENERAL PUBLIC BY MEANS OF THE PROSPECTUS.
Each
subscriber is hereby further advised that an investment in Units of
the
Partnership involves certain risks including, without limitation, the
matters
set forth in this Prospectus under the captions "Risk Factors", "Conflicts
of
Interest", "Management" and "Income Tax Considerations." Each subscriber
is
hereby advised that the representations set forth herein do not
constitute a
waiver of any of such subscriber's rights under the Delaware Limited
Partnership
Act and applicable federal and state securities laws. Each subscriber is
hereby
instructed that: (a) the Units are subject to substantial restrictions
on
transferability; (b) there will be no public market for the Units; and (c)
it
may not be possible for subscriber to readily liquidate his investment in
the
Partnership, if at all, even in the event of an emergency. Any transfer of
Units
is subject to the General Partner's approval and must comply with the terms
of
Section 10 of the Partnership Agreement. In particular, any purchaser
or
transferee must satisfy the minimum investment and investor
suitability
standards for his domiciliary state. See "INVESTOR SUITABILITY AND
MINIMUM
INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES". Various states may
also
impose more stringent standards than the general requirements. See
"INVESTOR
SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES."
In
addition, the State of California has additional transfer requirements
as
summarized in the following legend:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR
ANY
INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE
PRIOR
WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF
CALIFORNIA,
EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES."
Each subscriber's acknowledgement that he has received this Prospectus
and
the instruction that he should rely on no information other than that
contained
in this Prospectus, are required in order that the General Partner may make
an
informed judgment as to whether it should accept such subscriber's offer
to
subscribe for Units. The General Partner recognizes that in the sales process
of
this Offering a potential subscriber will usually discuss the Partnership
with
his registered representative. It is possible that a subscriber
may
misunderstand what he is told or that someone might tell him something
different
from, or contrary to, the information contained in this
Prospectus.
Additionally, a subscriber might be relying on something he read or heard
from
sources for which the neither the Dealer-Manager nor the General Partner
is
responsible, over which they have no control and which contradicts the data
and
information contained in this Prospectus. If a subscriber becomes a
Limited
Partner and later makes claims against the Partnership, the Dealer
Manager
and/or the General Partner alleging that he did not receive a Prospectus
for
this Offering or that although he did receive a Prospectus, he relied
upon
information that is contradictory to that disclosed in this Prospectus, then
the
Partnership, the Dealer Manager and the General Partner anticipate that
they
will rely upon the acknowledgement and receipt of this Prospectus and
the
instruction concerning non-reliance on any offering material other than
this
Prospectus as evidence that such subscriber did, in fact, receive a
Prospectus
and that such subscriber was properly notified that he should not rely upon
any
information other than the information disclosed in this Prospectus.
The General Instructions on Page C-2 also ask a potential investor to
review
the disclosure in this Prospectus concerning certain conflicts of interest
faced
by the Partnership's management and certain risks involved in an investment
in
the Partnership and that any federal income tax benefits which may be
available
as a result of such purchase may be adversely affected as set forth in
this
Prospectus under the captions "Risk Factors," "Conflicts of
Interest,"
"Management" and "Income Tax Considerations". Such instruction has been
included
because, since the investment involves inherent conflicts of interest and
risks
as disclosed in this Prospectus, the General Partner does not intend to
admit a
subscriber as a Limited Partner unless it has reason to believe that
the
investor is aware of the risks involved with an investment in the
Partnership.
If a subscriber becomes a Limited Partner and later makes claims against
the
Partnership, the Dealer Manager and/or the General Partner to the effect that
he
was not aware that an investment in the Partnership involved the inherent
risks
described in this Prospectus, the Partnership, the Dealer Manager and
the
General Partner anticipate that they will rely upon this instruction as
evidence
that such subscriber had been aware of the degree of risks involved in
an
investment in the Partnership for the reasons set forth in this Prospectus
under
"Risk Factors."
Each Selling Dealer must countersign each Subscription Agreement
for
subscribers solicited by such firm. By such signature, each Selling
Dealer
selling Units to a subscriber certifies that it has obtained information
from
the subscriber sufficient to enable it to determine that the subscriber
has
satisfied the suitability standards named thereon. Since the Partnership,
the
Dealer Manager and the General Partner will not have had the opportunity
to
obtain such information directly from the subscriber, the General Partner
will
rely on such representation so as to determine whether to admit a subscriber
to
the Partnership as a Limited Partner. If a subscriber becomes a Limited
Partner
and later makes claims against the Partnership, the Dealer Manager and/or
the
General Partner alleging that the Units sold to him were not a
suitable
investment for him because he did not meet the financial requirements
contained
in the investor suitability standards, the Partnership, the Dealer Manager
and
the General Partner anticipate that they will rely upon such representation
as
evidence that such subscriber met such financial requirements.
The representation that a subscriber has agreed to all the terms
and
conditions of the Partnership Agreement is necessary because the General
Partner
and each Limited Partner are bound by all of the terms and conditions there
of,
notwithstanding that the Limited Partners do not actually sign the
Partnership
Agreement. Since the Partnership Agreement is not actually signed by
each
subscriber but pursuant to powers of attorney granted in the
Subscription
Agreement, the General Partner thereby obligates each subscriber to each of
the
terms and conditions of the Partnership Agreement. If a subscriber
becomes a
Limited Partner and later makes claims against the Partnership, the
Dealer
Manager and/or the General Partner that he did not agree to be bound by all
of
the terms of the Partnership Agreement and the Deposit Agreement,
the
Partnership, the Dealer Manager and the General Partner anticipate that
they
will rely upon such representation and the power of attorney as evidence of
the
subscriber's agreement to be bound by all the terms of such agreement.
Citizenship
Federal law restricts the extent to which aircraft and marine vessels
which
are to be registered in the United States may be owned or controlled by
Persons
who are not United States Citizens. For these purposes, "United States
Citizens"
is defined to include (i) individuals who are citizens of the United States
or
one of its possessions, (ii) partnerships in which each partner is an
individual
who is a citizen of the United States, in the case of aircraft, or in which
at
least 75% of the equity in the partnership is held by citizen of the
United
States, in the case of vessels, (iii) certain trusts the trustees of which
are
citizens of the United States (provided that, in the case of aircraft,
persons
who are not citizens of the United States or resident aliens do not possess
more
than 35% of the aggregate power to direct or remove the trustee, and in the
case
of vessels, each of the beneficiaries of the trust is a citizen of the
United
States), and (iv) domestic corporations of which the president (and the
chairman
of the board of directors, in the case of vessels) and two-thirds or more of
the
members of the board of directors and other managing officers are citizens
of
the United States and in which at least 75% of the voting interest (or, in
the
case of certain vessels, a majority voting interest) is owned or controlled
by
Persons who are citizens of the United States.
As a consequence of those rules, the Partnership may cause title to
certain
aircraft and vessels to be held by a trust of which the Partnership is the
sole
beneficiary or by a limited partnership beneficially owned by the
Partnership.
See "RISK FACTORS -- Business Risks - Risk of Loss of Equipment
Registration."
In addition, each investor will be required to represent and warrant whether
or
not the investor is a United States Citizen, and subscriptions will be
accepted
from only a limited number of Persons who are not United States Citizens.
See
"PLAN OF DISTRIBUTION -- Offering of Units." The General Partner will not
admit
a non-United States Citizen as if such admission would result in the
potential
invalidation of Equipment registration. See "RISK FACTORS -- General --
Limited
Transferability of Units."
Special Limit on Ownership of Units by Benefit Plans
To avoid classification of a pro rata portion of the
Partnership's
underlying assets as "plan assets" of investors which are benefit
plan
investors, the Partnership intends to restrict the ownership of Units by
benefit
plan investors to less than 25% of the total value of outstanding Units at
all
times. (See "INVESTMENT BY QUALIFIED PLANS -- Plan Assets.")
Minimum Investment and Suitability Standards
Each Selling Dealer Agreement and the Dealer-Manager Agreement each
requires
that the broker-dealer selling Units in the Partnership make diligent
inquiry,
as required by law, of each prospective investor to determine whether a
purchase
of Units is suitable for such Person in light of his circumstances and, if
so
and upon receipt of a subscription for Units, to promptly transmit to
the
General Partner all Subscription Monies and duly executed
Subscription
Agreements and related documents received by them.
To demonstrate that its registered representative has complied with
Sections
3(b) and 4(d) of Appendix F of Article III, Section 34 of the NASD Rules of
Fair
Practice in connection with the offering of Units to an investor, each
Selling
Dealer is required to countersign each Subscription Agreement solicited by
its
registered representative to confirm that such Selling Dealer had
reasonable
grounds to believe (based on information requested from the investor
concerning
investment objectives, other investments, financial situation and needs, as
well
as any other information known to such registered representative) that (i)
the
proposed investment in the Partnership is suitable for such investor, (ii)
such
Selling Dealer or registered representative had delivered a copy of
this
Prospectus to the investor at the time of or prior to solicitation of
the
subscription, (iii) such Selling Dealer or registered representative
has
informed the investor of the lack of liquidity and marketability of
the
investment and (4) such Selling Dealer or registered representative
has
confirmed that the investor's signature or the signature of the
authorized
Person appears on the subscribing document where required.
How to Subscribe
An investor who meets the suitability standards set forth above
may
subscribe to acquire Units. Subscribers must personally execute the
Subscription
Agreement and deliver to a securities sales representative a check for
all
Subscription Monies payable in connection with such subscription, made
payable
as provided in the next paragraph, in order to subscribe for Units. In the
case
of IRA, SEP and Keogh plan owners, both such owners and the plan fiduciary
(if
any) must sign the Subscription Agreement. In the case of donor trusts or
other
trusts in which the donor is the fiduciary, such donor must sign
the
subscription agreement. In the case of other fiduciary accounts in which
the
donor neither exercises control over, nor is a fiduciary, the plan
fiduciary
alone may sign the Subscription Agreement.
Until subscriptions for 50,000 Units are received by the Partnership,
checks
for the payment of Subscription Monies should be made payable to "The Bank
of
New York (NJ) -- ICON L.P. Seven Escrow Account" for deposit into such
Escrow
Account. After the Initial Closing Date, checks for the payment of
Subscription
Monies should be made payable to "ICON Cash Flow Partners L.P.
Seven
Subscription Account" for deposit into a Qualified Subscription Account.
The General Partner will promptly review, and accept or reject (in its
sole
and absolute discretion), each subscription. Investors whose subscriptions
are
accepted by the General Partner will receive prompt written confirmation of
such
acceptance from the General Partner or its agents.
The General Partner and any Affiliate of the General Partner and the
Selling
Dealers (and their respective officers and employees) will have the right,
but
not the obligation, to subscribe for and purchase Units for their own
account
for investment purposes, subject to the terms and conditions contained
herein,
including purchases of Units on or before the Initial Closing Date, which
will
count, to the extent of 600 Units, toward the achievement of the
Minimum
Offering. All Units purchased by such parties will be purchased solely
for
investment purposes and not with a present view towards resale or
distribution.
The General Partner and its Affiliates (and their respective officers
and
employees) may not purchase more than ten (10%) percent of all Units
subscribed
for by all non-Affiliated Persons.
The NASD's Rules of Fair Practice require that any member of, or
Person
associated with, the Dealer-Manager or a Selling Dealer who sells or offers
to
sell Units must make every reasonable effort to assure that such
potential
subscriber is a suitable investor for a Partnership investment in light of
such
subscriber's age, education level, knowledge of investments, need for
liquidity,
net worth and other pertinent factors and further requires each selling
broker
and each subscriber to make such determination of suitability. The State
of
Maine requires us to inform you that the Dealer-Manager and each Person
selling
Units cannot rely upon representations made by a subscriber in a
Subscription
Agreement alone in making a determination of the suitability of the
investment
for such subscriber.
Admission of Partners; Closings
Subscribers will be admitted to the Partnership as Limited Partners,
and
will for all purposes of this Agreement become and be treated as
Limited
Partners, as of the first day immediately following the Initial Closing Date
or
the Final Closing Date or as of the first day of the Segment
immediately
following any subsequent Closing Date (other than the Final Closing Date),
as
the case may be, next following the acceptance of their subscriptions by
the
General Partner and the receipt by the General Partner of all
Subscription
Monies payable in connection therewith. Upon the determination by the
General
Partner that the Minimum Offering has been achieved, the General Partner
will
set the Initial Closing Date. Following the Initial Closing Date, a Closing
may
be held on the last day of any Segment (or, if such day is not a business
day,
on the next preceding business day), provided that no Closing will be
required
to be held on such last day of any Segment (or the next preceding business
day)
if the number of Units subscribed for but as to which the subscribers have
not
been admitted to the Partnership as Limited Partners as of such date
is
insufficient, in the sole and absolute discretion of the General Partner,
to
justify the administrative burden and expense of holding a Closing,
and
provided, further, that the Final Closing Date may, in the sole and
absolute
discretion of the General Partner, be held on a day other than the last day
of a
Segment, as promptly as practicable after the Termination Date.
SALES MATERIAL
In addition to and apart from this Prospectus, the Partnership will
utilize
certain sales material in connection with the offering of Units. This
material
may include reports describing the General Partner and its Affiliates,
summary
descriptions of Investments (including, without limitation, pictures
of
Equipment or facilities of Lessees), materials discussing the Prior Programs
and
a brochure and audio-visual materials or taped presentations
highlighting
various features of this Offering. The General Partner and its Affiliates
may
also respond to specific questions from Selling Dealers and
prospective
investors. Business reply cards, introductory letters or similar materials
may
be sent to Selling Dealers for customer use, and other information relating
to
this Offering may be made available to Selling Dealers for their internal
use.
However, this Offering is made only by means of this Prospectus. Except
as
described herein or in Supplements hereto, the Partnership has not
authorized
the use of other sales materials in connection with this Offering. Although
the
information contained in such material does not conflict with any of
the
information contained in this Prospectus, such material does not purport to
be
complete and should not be considered as a part of this Prospectus or
the
Registration Statement of which this Prospectus is a part, or as incorporated
in
this Prospectus or the Registration Statement by reference or as forming
the
basis of this Offering of the Units described herein.
No dealer, salesman or other Person has been authorized to give
any
information or to make any representations other than those contained in
this
Prospectus or in Supplements hereto or in supplemental sales literature
issued
by the Partnership and described in this Prospectus or in Supplements
hereto,
and, if given or made, such information or representations must not be
relied
upon. This Prospectus does not constitute an offer to sell, or a solicitation
of
an offer to buy, any securities other than the Units to which it relates or
any
of such Units to any Person in any jurisdiction in which such solicitation
is
unlawful. The delivery of this Prospectus at any time does not imply that
the
information contained herein is correct as of any time subsequent to its date.
LEGAL MATTERS
The legality of the securities offered hereby and the tax matters set
forth
under "Federal Income Tax Consequences" will be passed upon for the
Partnership
by Whitman Breed Abbott & Morgan, New York, New York.
EXPERTS
The audited balance sheet of ICON Cash Flow Partners L.P. Seven as of
June
28, 1995 and the audited consolidated financial statements of ICON Capital
Corp.
and subsidiaries as of March 31, 1995 and 1994 and for each of the years
then
ended, have been included herein in reliance upon the reports of KPMG
Peat
Marwick LLP, independent certified public accountants, appearing
elsewhere
herein, upon the authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
A Registration Statement under the Securities Act has been filed with
the
Securities and Exchange Commission, Washington, D.C., with respect to
the
securities offered hereby. This Prospectus, which forms a part of
the
Registration Statement filed with the Securities and Exchange
Commission,
contains information concerning the Partnership and includes a copy of
the
Limited Partnership Agreement to be utilized by the Partnership, but does
not
contain all the information set forth in the Registration Statement and
exhibits
thereto. The information omitted may be examined at the principal office of
the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549,
without
charge, and copies thereof may be obtained from such office upon payment of
the
fee prescribed by the Rules and Regulations of the Commission.
TABULAR INFORMATION CONCERNING PRIOR PUBLIC PROGRAMS
Exhibit B contains prior performance and investment information for
the
General Partner's previous publicly-offered income-oriented programs, ICON
Cash
Flow Partners, L.P., Series A, ICON Cash Flow Partners, L.P., Series B,
ICON
Cash Flow Partners, L.P., Series C, ICON Cash Flow Partners, L.P., Series
D,
ICON Cash Flow Partners, L.P., Series E and ICON Cash Flow Partners L.P.
Six
(the "Prior Public Programs"). Table I through V of Exhibit B contain
unaudited
information relating to such Prior Public Programs and their experience
in
raising and investing funds and to the compensation paid to the General
Partner
and its Affiliates by, the operating results of, and sales or dispositions
of
investments by, such Prior Public Programs. PURCHASERS OF THE UNITS OFFERED
BY
THIS PROSPECTUS WILL NOT ACQUIRE ANY OWNERSHIP IN INTEREST IN ANY OF THE
PRIOR
PUBLIC PROGRAMS AND SHOULD NOT ASSUME THAT THE RESULTS OF ANY OF THE
PRIOR
PUBLIC PROGRAMS WILL BE INDICATIVE OF THE FUTURE RESULTS OF THE
PARTNERSHIP.
MOREOVER, THE OPERATING RESULTS FOR THE PRIOR PUBLIC PROGRAMS SHOULD NOT
BE
CONSIDERED INDICATIVE OF FUTURE RESULTS OF THE PRIOR PUBLIC PROGRAMS NOR
OF
WHETHER THE PRIOR PUBLIC PROGRAMS WILL ACHIEVE THEIR INVESTMENT OBJECTIVES
WHICH
WILL IN LARGE PART DEPEND ON FACTS WHICH CANNOT NOW BE DETERMINED, INCLUDING
THE
RESIDUAL VALUE OF EQUIPMENT HELD BY SUCH PRIOR PUBLIC PROGRAMS.
FINANCIAL STATEMENTS
The audited balance sheet of ICON Cash Flow Partners L.P. Seven as of
June
28, 1995, the audited consolidated financial statements of ICON Capital
Corp.
and subsidiaries as of March 31, 1995 and 1994 and for each of the years
then
ended and the unaudited consolidated balance sheet of ICON Capital Corp.
and
subsidiaries as of June 30, 1995 are included herein. Notwithstanding
the
inclusion of the General Partner's consolidated financial statements,
purchasers
of the Units offered hereby should be aware that they are not thereby
purchasing
an interest in ICON Capital Corp. and subsidiaries or in any of its
Affiliates
or in any Prior Public Program.
<PAGE>
Index to Financial Statements
ICON Cash Flow Partners L.P. Seven Page
- ---------------------------------- ----
Financial Statements - March 31, 1998 (unaudited)
and December 31, 1997
Balance Sheets at March 31, 1998 and December 31, 1997
Statements of Operations for the Three Months Ended March 31, 1998 and
1997
Statements of Changes in Partners' Equity for the Three Months
Ended March 31, 1998, the Years Ended December 31, 1997 and 1996 and
the Period May 23, 1995 (date of inception) to December 31, 1995
Statements of Cash Flows for the Three Months Ended March 31, 1998
and 1997
Notes to Financial Statements
General Partner's Discussion and Analysis of Financial
Condition and Results of Operations
Financial Statements - December 31, 1997 and 1996
Independent Auditors' Report
Balance Sheets at December 31, 1997 and 1996
Statements of Operations for the Years Ended
December 31, 1997 and 1996 and the Period May 23, 1995 (date of
inception) to December 31, 1995
Statements of Changes in Partners' Equity for the Years Ended December
31, 1997 and 1996 and the Period May 23, 1995 (date of inception) to
December 31, 1995
Statements of Cash Flow for the Years Ended December 31, 1997 and 1996
and the Period May 23, 1995 (date of inception) to December 31, 1995
Notes to Financial Statements
General Partner's Discussion and Analysis of Financial
Condition and Results of Operations
ICON Capital Corp.
- ------------------
Financial Statements - March 31, 1998 and 1997
Independent Auditors' Report
Balance Sheets at March 31, 1998 and 1997
Statements of Income for the Years Ended March 31, 1998
and 1997
Statements of Changes in Stockholders' Equity for the Years
Ended March 31, 1998 and 1997
Statements of Cash Flows for the Years Ended March 31, 1998
and 1997
Notes to Financial Statements
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Financial Statements
March 31, 1998
(unaudited)
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Assets
- ------
Cash $ 6,488,653 $ 4,516,385
------------ ------------
Investment in finance leases
Minimum rents receivable 113,621,677 89,824,617
Estimated unguaranteed residual values 66,288,713 33,168,213
Initial direct costs 4,144,131 2,851,751
Unearned income (38,921,741) (23,581,783)
Allowance for doubtful accounts (300,000) (155,000)
------------ ------------
144,832,780 102,107,798
----------- -----------
Investment in estimated unguaranteed residual values 26,531,664 26,531,664
------------ ------------
Net investment in leveraged leases 11,496,061 11,146,488
------------ ------------
Equity investment in joint ventures 1,872,396 1,828,453
------------ ------------
Investment in financings
Receivables due in installments 894,646 906,283
Initial direct costs 16,155 16,480
Unearned income (194,991) (197,918)
Allowance for doubtful accounts (27,222) (22,222)
------------ ------------
688,588 702,623
------------ ------------
Other assets 756,146 1,046,031
------------ ------------
Total assets $192,666,288 $147,879,442
============ ============
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets (Continued)
(unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
<S> <C> <C>
Liabilities and Partners' Equity
--------------------------------
Notes payable - non-recourse $121,512,203 $ 90,575,890
Note payable - recourse 10,075,000 10,075,000
Accounts payable-equipment 1,685,320 1,011,196
Accounts payable - General Partner and affiliates, net -- 28,150
Accounts payable - other 470,820 238,586
Security deposits and deferred credits 97,114 29,162
Minority interest in joint venture 21,452 20,335
------------ ------------
133,861,909 101,978,319
------------ ------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (36,885) (23,323)
Limited partners (727,819.86 and 559,842.19 units
outstanding, $100 per unit original
issue price in 1998 and 1997, respectively) 58,841,264 45,924,446
------------ ------------
Total partners' equity 58,804,379 45,901,123
------------ ------------
Total liabilities and partners' equity $192,666,288 $147,879,442
============ ============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revenues
Finance income $2,564,902 $1,099,525
Income from leveraged leases, net 344,909 380,630
Income from equity investment in joint venture 93,533 20,808
Interest income and other 92,819 24,165
Net gain on sales or remarketing of equipment -- 32,891
---------- ----------
Total revenues 3,096,163 1,558,019
---------- ----------
Expenses
Interest 1,531,238 574,541
Management fees - General Partner 478,301 357,477
Amortization of initial direct costs 423,326 310,609
Administrative expense
reimbursements - General Partner 207,548 151,194
Provision for bad debts 150,000 --
General and administrative 57,235 37,561
Minority interest in joint venture 1,116 1,094
---------- ----------
Total expenses 2,848,764 1,432,476
---------- ----------
Net income $ 247,399 $ 125,543
========== ==========
Net income allocable to:
Limited partners $ 244,925 $ 124,288
General Partner 2,474 1,255
---------- ----------
$ 247,399 $ 125,543
========== ==========
Weighted average number of limited
partnership units outstanding 680,272 314,146
========== ==========
Net income per weighted average
limited partnership unit $ .36 $ .40
========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Three Months Ended March 31, 1998, the Year Ended
December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $ 1,000 $ 1,000 $ 2,000
------------ ---------- -----------
Balance at
December 31, 1995 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) -- (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units) 27,554,047 -- 27,554,047
Sales and
offering expenses (3,719,796) -- (3,719,796)
Cash distributions
to partners $ 8.18 $ 2.57 (1,361,099) (13,749) (1,374,848)
Net income 401,396 4,055 405,451
------------ ---------- -----------
Balance at
December 31, 1996 22,874,548 (8,694) 22,865,854
Proceeds from issuance
of limited partnership
units (285,927.35 units) 28,592,735 -- 28,592,735
Sales and
offering expenses (3,862,277) -- (3,862,277)
Limited partnership units
redeemed (1,625.63 units) (155,815) -- (155,815)
(continued on next page)
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (Continued)
For the Three Months Ended March 31, 1998, the Year Ended
December 31, 1997 and 1996 and the Period from May 23, 1995
(date of inception) to December 31, 1995
(unaudited)
<TABLE>
<CAPTION>
Limited Partner Distributions
-----------------------------
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Cash distributions
to partners $ 4.41 $ 6.34 (4,147,829) (41,125) (4,188,954)
Net income 2,623,084 26,496 2,649,580
----------- -------- -----------
Balance at
December 31, 1997 45,924,446 (23,323) 45,901,123
Proceeds from issuance
of limited partnership
units (167,977.67 units) 16,797,767 -- 16,797,767
Sales and offering expenses (2,267,698) -- (2,267,698)
Cash distributions to partners $ 2.34 $ .35 (1,858,176) (16,036) (1,874,212)
Net income 244,925 2,474 247,399
----------- -------- -----------
Balance at March 31, 1998 $58,841,264 $(36,885) $58,804,379
=========== ======== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 247,399 $ 125,543
------------ -----------
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Finance income portion of receivables paid directly
to lenders by lessees (2,457,589) (958,529)
Interest expense on non-recourse financing paid
directly by lessees 1,531,238 552,215
Amortization of initial direct costs 423,326 310,609
Income from leveraged leases, net (344,909) (380,630)
Allowance for doubtful accounts 150,000 --
Distribution from equity investment in joint venture 113,243 --
Income from equity investment in joint venture (93,533) (20,808)
Collection of principal - non-financed receivables 55,479 634,268
Gain on sale of equipment -- (32,891)
Change in operating assets and liabilities:
Other assets 245,642 (720,659)
Accounts payable - other 232,234 (32,438)
Security deposits and deferred credits 67,952 20,195
Accounts payable - General Partner and affiliates, net (28,150) 299,514
Minority interest in joint venture 1,117 1,094
Other, net (50,241) (41,937)
------------ -----------
Total adjustments (154,191) (369,997)
------------ -----------
Net cash provided by (used in) operating activities 93,208 (244,454)
------------ -----------
Cash flows from investing activities:
Equipment and receivables purchased (9,131,425) (3,395,281)
Initial direct costs (1,581,719) (1,164,222)
Equity investment in joint ventures (63,653) --
Proceeds from sale of equipment -- 1,793,586
------------ -----------
Net cash used in investing activities (10,776,797) (2,765,917)
------------ -----------
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (Continued)
For the Three Months Ended March 31,
(unaudited)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from financing activities:
Issuance of limited partnership units, net of offering expenses 14,530,069 4,833,663
Proceeds from note payable affiliate -- 4,250,000
Principal payments on recourse debt -- (2,150,000)
Cash distributions to partners (1,874,212) (775,320)
----------- -----------
Net cash provided by financing activities 12,655,857 6,158,343
----------- -----------
Net increase in cash 1,972,268 3,147,972
Cash at beginning of period 4,516,385 698,301
----------- -----------
Cash at end of period $ 6,488,653 $ 3,846,273
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
For the three months ended March 31, 1998 and 1997, non-cash activities
included the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Fair value of equipment and receivables
purchased for debt and payables $(38,313,411) $(38,220,051)
Non-recourse notes payable assumed in
purchase price 36,628,091 37,741,972
Accounts payable - equipment 1,685,320 478,079
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 7,223,016 3,682,924
Principal and interest on non-recourse
financing paid directly to lenders
by lessees (7,223,016) (3,682,924)
Decrease in investments in finance leases and financings
due to contributions to joint venture -- 5,190,238
Increase in equity investment in joint venture -- (5,190,238)
------------ ------------
$ -- $ --
============ ============
</TABLE>
Interest expense of $1,531,238 and $574,541 for the three months ended
March 31, 1998 and 1997 consisted of interest expense on non-recourse financing
paid or accrued directly to lenders by lessees of $1,531,238 and $552,216,
respectively, and other interest of $0 and $22,325, respectively.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
March 31, 1998
(unaudited)
1. Basis of Presentation
The financial statements of ICON Cash Flow Partners L.P. Seven (the
"Partnership") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC") and, in the opinion of
management, include all adjustments (consisting only of normal recurring
accruals) necessary for a fair statement of income for each period shown.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such SEC rules and
regulations. Management believes that the disclosures made are adequate to make
the information represented not misleading. The results for the interim period
are not necessarily indicative of the results for the full year. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes included in the Partnership's 1997
Annual Report on Form 10-K.
2. Net Investment in Leveraged Leases
On August 20, 1996 the partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft. The aircraft is a McDonnell Douglas
DC-10-30F currently on lease to Federal Express. The purchase price was
$40,973,585, consisting of $6,000,000 in cash and the assumption of non-recourse
senior debt of $26,217,294 and non-recourse junior debt of $8,756,291.
On December 31, 1996 the Partnership acquired, subject to a leveraged
lease, the residual interest in an aircraft. The aircraft is a 1976 McDonnell
Douglas DC-10-30 currently on lease to Continental Airlines. The purchase price
was $11,320,923, consisting of $2,104,262 in cash and the assumption of
non-recourse senior debt of $9,216,661.
The net investment in leveraged leases as of March 31, 1998 consisted of the
following:
<TABLE>
<CAPTION>
<S> <C>
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ --
Estimated unguaranteed residual values 24,818,001
Initial direct costs 1,165,970
Unearned income (14,487,910)
------------
$ 11,496,061
============
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
3. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the three months ended March 31, 1998 and 1997
were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C> <C>
Underwriting commissions $ 335,955 $ 111,761 Charged to Equity
Organization and offering 587,922 195,582 Charged to Equity
Acquisition fees 1,423,345 1,320,281 Capitalized
Management fees 478,301 357,477 Charged to operations
Administrative expense
reimbursements 207,548 151,194 Charged to operations
---------- ----------
Total $3,033,071 $2,136,295
========== ==========
</TABLE>
The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 4 for additional information
relating to the joint ventures.)
4. Investment in Joint Venture
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
ICON Cash Flow L.L.C. III
- -------------------------
On December 31, 1996, the Partnership and an affiliate, ICON Cash Flow
Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners L.L.C. III
("ICON LLC III"), for the purpose of acquiring and managing an aircraft
currently on lease to Continental Airlines, Inc. The Partnership and Series E
contributed 99% and 1% of the cash received for such acquisitions, respectively,
to ICON Cash Flow LLC III.
ICON Receivables 1997-A L.L.C.
- ------------------------------
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned additional equipment lease and finance receivables and residuals to
1997-A. The Partnership, Series D, Series E and L.P. Six (collectively the
"1997-A Members") received a 19.97%, 17.81% 31.19% and 31.03% interest,
respectively, in 1997-A based on the present value of their related
contributions.
Information as to the financial position and results of operations of 1997-A at
March 31, 1998 is summarized below:
<TABLE>
<CAPTION>
March 31, 1998
--------------
<S> <C>
Assets $48,132,853
===========
Liabilities $42,562,421
===========
Equity $ 5,570,432
===========
Three Months Ended
March 31, 1998
--------------
Net income $ 370,203
===========
</TABLE>
ICON Receivables 1997-B L.L.C.
- ------------------------------
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio.
Information as to the financial position and results of operations of 1997-B at
March 31, 1998 is summarized below:
<TABLE>
<CAPTION>
March 31, 1998
--------------
<S> <C>
Assets $25,474,993
===========
Liabilities $21,776,767
===========
Equity $ 3,698,226
===========
Three Months Ended
March 31, 1998
--------------
Net income $ 115,207
===========
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Management's Discussion and Analysis of
Financial Condition and Results of Operations
March 31, 1998
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 19, 1996, with the admission of
26,367.95 limited partnership units at $100 per unit representing $2,636,795.17
of capital contributions. Between January 19, 1996 and December 31, 1996,
249,172.52 additional units were admitted representing $24,917,252 of capital
contributions. In 1997, 285,927.35 additional units were admitted representing
$28,592,735 of capital contributions and 1,625.63 units were redeemed. From
January 1, 1998 to March 31, 1998, 167,977.67 additional units were admitted,
bringing the total units and capital subscriptions to 727,819.86 and
$72,781,986, respectively.
The Partnership's portfolio consisted of a net investment in finance
leases, leveraged leases, equity investment in joint ventures, investment in
estimated unguaranteed residual values and financings representing 77%, 7%, 1%,
14% and less than 1% of total investments at March 31, 1998, respectively and
78%, 14%, 7%, 0% and 1% at March 31, 1997, respectively.
For the three months ended March 31, 1998 and 1997 the Partnership leased
or financed equipment with an initial cost of $47,444,836 and $44,009,376,
respectively to 6 and 15 lessees or equipment users respectively. The weighted
average initial transaction term for each quarter was 59 and 44 months
respectively.
Results of Operations for the Three Months Ended March 31, 1998 and 1997
Revenues for the three months ended March 31, 1998 were $3,096,163,
representing an increase of $1,538,144 from 1997. The increase in revenues
resulted primarily from an increase in finance income of $1,465,377, an increase
in interest income and other of $68,654 and an increase in income from equity
investment in joint ventures of $72,725. These increases were partially offset
by a decrease in income from leveraged leases of $35,721 and a decrease in net
gain on sales or remarketing of equipment of $32,891. The increase in finance
income resulted from the increase in the average size of the portfolio from 1997
to 1998. Income from equity investment in joint ventures increased due to the
Partnership's March 1997 investment in ICON Receivables 1997-A LLC, the timing
of which afforded only a partial month's income in the first quarter of 1997 as
compared to a full three months for the period ended March 31, 1997. Interest
income and other increased primarily as a result of the increase in the average
cash balance from 1997 to 1998. Net gain on sales or remarketing of equipment
decreased due to a decrease in the number of leases maturing, and the underlying
equipment being sold or remarketed, for which the proceeds received were in
excess of the remaining carrying value of the equipment.
Expenses for the three months ended March 31, 1998 were $2,848,764,
representing an increase of $1,416,288 from 1997. The increase in expenses was
due to an increase in interest expense of $956,697, an increase in management
fees of $120,824, an increase in amortization of initial direct costs of
$112,717, an increase in administrative expense reimbursements of $56,354, an
increase in general and administrative expense of $19,674, an increase in
provision for bad debts of $150,000 and an increase in minority interest in
joint venture of $22. Interest expense increased due to an increase in the
average debt outstanding from 1997 to 1998. Management fees, amortization of
initial direct costs, administrative expense reimbursement and general and
administrative expense increased due to an increase in the
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
March 31, 1998
average size of the portfolio from 1997 to 1998. A provision for bad debt was
made during the first quarter of 1998 as a result of an analysis of delinquency,
an assessment of overall risk and a review of historical loss experience.
Net income for the three months ended March 31, 1998 and 1997 was $247,399
and $125,543, respectively. The net income per weighted average limited
partnership unit was $.36 and $.40, respectively.
Liquidity and Capital Resources
The Partnership's primary sources of funds for the three months ended March
31, 1998 and 1997 were capital contributions, net of offering expenses, of
$14,530,069 and $4,833,663, from limited partners, respectively, net cash
provided by operations of $93,208 and $(244,454), respectively, proceeds from
sale of equipment of $0 and $1,793,586, respectively and proceeds from affiliate
note of $0 and $4,250,000, respectively. These funds were used to make payments
on borrowings, fund cash distributions and to purchase equipment. The
Partnership intends to purchase additional equipment and fund cash distributions
utilizing capital contributions, cash provided by operations, proceeds from
sales of equipment and borrowings.
Cash distributions to limited partners for the three months ended March 31,
1998 and 1997, which were paid monthly, totaled $1,858,176 and $767,568,
respectively, of which $244,925 and $124,288 was investment income and
$1,613,251 and $643,280 was a return of capital, respectively. The monthly
annualized cash distributions rate to limited partners was 10.75% of which 1.42%
and 1.6% was investment income and 9.33% and 9.15% was a return of capital,
respectively. The limited partner distribution per weighted average unit
outstanding for the three months ended March 31, 1998 and 1997 was $2.69, of
which $.35 and $.40 was investment income and $2.34 and $2.29 was a return of
capital, respectively.
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals to ICON
Receivables 1997-A LLC ("1997-A"), a special purpose entity created for the
purpose of originating new leases, managing existing contributed assets and,
eventually, securitizing its portfolio. On September 19, 1997 the Partnership,
Series E and L.P. Six contributed and assigned additional equipment lease and
finance receivables and residuals to 1997-A. The Partnership, Series D, Series E
and L.P. Six (collectively the "1997-A Members") received a 19.97%, 17.81%
31.19% and 31.03% interest, respectively, in 1997-A based on the present value
of their related contributions.
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio.
As of March 31, 1998, except as noted above, there were no known trends or
demands, commitments, events or uncertainties which are likely to have any
material effect on liquidity. As cash is realized from operations, sales of
equipment and borrowings, the Partnership will invest in equipment leases and
financings where it deems it to be prudent while retaining sufficient cash to
meet its reserve requirements and recurring obligations as they become due.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Financial Statements
December 31, 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Partners
ICON Cash Flow Partners L.P. Seven:
We have audited the accompanying balance sheets of ICON Cash Flow Partners L.P.
Seven (a Delaware limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, changes in partners' equity, and cash flows
for the years ended December 31, 1997 and 1996 and for the period May 23, 1995
(date of inception) to December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Cash Flow Partners L.P.
Seven as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years ended December 31, 1997 and 1996 and for the period
May 23, 1995 (date of inception) to December 31, 1995, in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
---------------------------------
KPMG Peat Marwick
March 27, 1998
New York, New York
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets
December 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
Assets
- ------
<S> <C> <C>
Cash $ 4,516,385 $ 698,301
-------------- ------------
Investment in finance leases
Minimum rents receivable 89,824,617 15,894,245
Estimated unguaranteed residual values 33,168,213 6,667,481
Initial direct costs 2,851,751 869,559
Unearned income (23,581,783) (3,515,258)
Allowance for doubtful accounts (155,000) (65,000)
-------------- ------------
102,107,798 19,851,027
-------------- ------------
Investment in estimated unguaranteed residual values 26,531,664 12,325,000
-------------- ------------
Net investment in leveraged leases 11,146,488 9,980,633
-------------- ------------
Equity investment in joint ventures 2,022,052 --
-------------- ------------
Investment in financings
Receivables due in installments 906,283 6,619,755
Initial direct costs 16,480 143,565
Unearned income (197,918) (1,271,152)
Allowance for doubtful accounts (22,222) (10,000)
-------------- ------------
702,623 5,482,168
-------------- ------------
Other assets 852,432 148,941
-------------- ------------
Total assets $ 147,879,442 $ 48,486,070
============== ============
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Balance Sheets (Continued)
December 31,
<TABLE>
<CAPTION>
1997 1996
---- ----
Liabilities and Partners' Equity
--------------------------------
<S> <C> <C>
Notes payable - non-recourse $ 90,575,890 $ 11,089,945
Note payable - recourse 10,075,000 12,225,000
Accounts payable-equipment 1,011,196 1,790,717
Accounts payable - General Partner and affiliate 28,150 438,297
Accounts payable - other 238,586 54,114
Security deposits and deferred credits 29,162 6,188
Minority interest in joint venture 20,335 15,955
-------------- --------------
101,978,319 25,620,216
-------------- --------------
Commitments and Contingencies
Partners' equity (deficiency)
General Partner (23,323) (8,694)
Limited partners (559,842.19 and 275,540.47 units
outstanding, $100 per unit original
issue price in 1997 and 1996, respectively) 45,924,446 22,874,548
-------------- --------------
Total partners' equity 45,901,123 22,865,854
-------------- --------------
Total liabilities and partners' equity $ 147,879,442 $ 48,486,070
============== ==============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31, 1997 and 1996 and for the
Period May 23, 1995 (date of inception) to December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
Revenues
<S> <C> <C> <C>
Finance income $ 6,155,775 $ 939,924 $ --
Net gain on sales or remarketing of equipment 1,748,790 -- --
Income from leveraged leases, net 1,291,331 366,790 --
Income from equity investment in joint ventures 436,216 -- --
Interest income and other 117,132 257,355 --
------------- ----------- --------
Total revenues 9,749,244 1,564,069 --
------------- ----------- --------
Expenses
Interest 3,652,517 398,200 --
Management fees - General Partner 1,522,045 264,784 --
Amortization of initial direct costs 932,123 230,785 --
Administrative expense
reimbursements - General Partner 652,319 117,809 --
General and administrative 186,280 72,040 --
Provision for bad debts 150,000 75,000 --
Minority interest in joint ventures 4,380 -- --
------------- ----------- --------
Total expenses 7,099,664 1,158,618 --
------------- ----------- --------
Net income $ 2,649,580 $ 405,451 $ --
============= =========== ========
Net income allocable to:
Limited partners $ 2,623,084 $ 401,396 $ --
General Partner 26,496 4,055 --
------------- ----------- --------
$ 2,649,580 $ 405,451 $ --
============= =========== ========
Weighted average number of limited
partnership units outstanding 413,677 156,222 --
============= =========== ========
Net income per weighted average
limited partnership unit $ 6.34 $ 2.57 $ --
============= =========== ========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity
For the Years Ended December 31, 1997 and 1996
and for the Period May 23, 1995 (date of inception)
to December 31, 1995
Limited Partner Distributions
-----------------------------
<TABLE>
<CAPTION>
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C>
Initial partners'
capital contribution
- May 23, 1995 $ 1,000 $ 1,000 $ 2,000
------------- --------- ------------
Balance at
December 31, 1995 1,000 1,000 2,000
Refund of initial
limited partners'
capital contribution (1,000) -- (1,000)
Proceeds from issuance
of limited partnership
units (275,540.47 units) 27,554,047 -- 27,554,047
Sales and
offering expenses (3,719,796) -- (3,719,796)
Cash distributions
to partners $ 8.18 $ 2.57 (1,361,099) (13,749) (1,374,848)
Net income 401,396 4,055 405,451
------------- --------- ------------
Balance at
December 31, 1996 22,874,548 (8,694) 22,865,854
Proceeds from issuance
of limited partnership
units (285,927.35 units) 28,592,735 -- 28,592,735
Sales and
offering expenses (3,862,277) -- (3,862,277)
Limited partnership units
redeemed (1,625.63 units) (155,815) -- (155,815)
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Changes in Partners' Equity (continued)
For the Years Ended December 31, 1997 and 1996
and for the Period May 23, 1995 (date of inception)
to December 31, 1995
Limited Partner Distributions
-----------------------------
<TABLE>
<CAPTION>
Return of Investment Limited General
Capital Income Partners Partner Total
------- ------ -------- ------- -----
(Per weighted average unit)
<S> <C> <C> <C> <C> <C>
Cash distributions
to partners $ 4.41 $ 6.34 (4,147,829) (41,125) (4,188,954)
Net income 2,623,084 26,496 2,649,580
------------- ----------- -------------
Balance at
December 31, 1997 $ 45,924,446 $ (23,323) $ 45,901,123
============= =========== =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 2,649,580 $ 405,451 $ --
--------------- -------------- ---------
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on sale of equipment (1,748,790) -- --
Allowance for doubtful accounts 102,222 75,000 --
Finance income portion of
receivables paid directly
to lenders by lessees (5,912,799) (608,965) --
Amortization of initial direct costs 932,123 230,785 --
Interest expense on non-recourse
financings paid directly by lessees 3,463,617 395,645 --
Collection of principal
- non-financed receivables 516,966 498,027 --
Income from leveraged leases, net (1,291,331) (366,790) --
Income from equity investment in joint ventures (436,216) -- --
Distribution from equity investment in joint ventures 5,258,223 -- --
Change in operating assets and liabilities:
Other assets (703,491) (148,941) --
Account payable to General Partner and affiliates, net (410,147) 438,297 --
Accounts payable - other 184,472 54,114 --
Minority interest in joint ventures 4,380 15,955 --
Security deposits and deferred credits 22,974 6,189 --
Other, net 223,547 (20,868) --
--------------- -------------- ---------
Total adjustments 205,750 568,448 --
--------------- -------------- ---------
Net cash provided by operating activities 2,855,330 973,899 --
--------------- -------------- ---------
Cash flows from investing activities:
Equipment and receivables purchased (20,121,149) (19,898,183) --
Proceeds from sale of equipment 7,315,408 - --
Initial direct costs (3,363,765) (2,737,818) --
Equity investment in joint ventures (1,259,244) (100,000) --
--------------- -------------- ---------
Net cash used in investing activities (17,428,750) (22,736,001) --
--------------- -------------- ---------
</TABLE>
(continued on next page)
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
For the Years Ended December 31, 1997, 1996 and for
the Period May 23, 1995 (date of inception) to
December 31, 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Cash flows from financing activities:
Issuance of limited partnership units,
net of offering expenses 24,730,458 23,834,251 --
Proceeds from affiliate loan 4,250,000 -- --
Principal payment on loans from affiliate (4,250,000) -- --
Principal payment on notes payable recourse (2,150,000) -- --
Cash distributions to partners (4,188,954) (1,374,848) --
Initial limited and General Partner capital contributions -- -- 2,000
Refund of initial limited partners'
capital contribution -- (1,000) --
--------------- ------------- -------------
Net cash provided by financing activities 18,391,504 22,458,403 2,000
--------------- ------------- -------------
Net increase in cash 3,818,084 696,301 2,000
Cash at beginning of year 698,301 2,000 --
--------------- ------------- -------------
Cash at end of year $ 4,516,385 $ 698,301 $ 2,000
=============== ============= =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Statements of Cash Flows (continued)
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Interest expense of $3,652,517 and $398,200 for the years ended December
31, 1997 and 1996 consisted of: interest expense on non-recourse financings paid
or accrued to lenders by lessees of $3,463,617 and $395,645, respectively, and
other interest of $188,900 and $2,555, respectively.
For the years ended December 31, 1997 and 1996, non-cash activities
included the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Fair value of equipment and receivables
purchased for debt and payables $(100,824,655) $ (59,189,952)
Non-recourse and recourse notes payable
assumed in purchase price 99,813,459 57,399,235
Accounts payable - equipment 1,011,196 1,790,717
Decrease in investment in finance leases due
to terminations 6,025,115 --
Decrease in notes payable non-recourse
due to terminations (6,025,115) --
Decrease in investments in finance leases and
financings due to contribution to joint ventures 5,391,216 --
Increase in equity investment in joint ventures (5,391,216) --
Principal and interest on direct
finance receivables paid directly
to lenders by lessees 17,766,016 3,625,762
Principal and interest on non-recourse
financings paid directly to lenders
by lessees (17,766,016) (3,625,762)
------------- --------------
$ -- $ --
============= ==============
</TABLE>
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements
December 31, 1997
1. Organization
ICON Cash Flow Partners L.P. Seven (the "Partnership") was formed on May
23, 1995 as a Delaware limited partnership with an initial capitalization of
$2,000. It was formed to acquire various types of equipment, to lease such
equipment to third parties and, to a lesser degree, to enter into secured
financing transactions. The Partnership's maximum offering is $100,000,000. The
Partnership commenced business operations on its initial closing date, January
19, 1996, with the admission of 26,367.95 limited partnership units at $100 per
unit representing $2,636,795 of capital contributions. As of December 31, 1997,
535,099.87 additional units had been admitted into the Partnership with
aggregate gross proceeds of $53,509,987 bringing the total admission to
561,467.82 units totaling $56,146,782 in capital contributions. During 1997,
1,625.63 units were redeemed, leaving 559,842.19 partnership units outstanding
at December 31, 1997.
In the third quarter of 1997 the Partnership received approval from the
Securities and Exchange Commission to extend the Partnership's offering period
by twelve months. The Partnership's offering period will end no later than
November 9, 1998.
The General Partner of the Partnership is ICON Capital Corp. (the "General
Partner"), a Connecticut corporation. The General Partner will manage and
control the business affairs of the Partnership's equipment, leases and
financing transactions under a management agreement with the Partnership.
ICON Securities Corp., an affiliate of the General Partner, will receive an
underwriting commission on the gross proceeds from sales of all units. The total
underwriting compensation to be paid by the Partnership, including underwriting
commissions, sales commissions, incentive fees, public offering expense
reimbursements and due diligence activities will be limited to 13 1/2% of the
gross proceeds received from the sale of the units. Such offering expenses
aggregated $7,579,816 (including $3,088,993 paid to the General Partner or its
affiliates (See Note 10) and were charged directly to limited partners' equity.
Profits, losses, cash distributions and disposition proceeds will be
allocated 99% to the limited partners and 1% to the General Partner until each
limited partner has received cash distributions and disposition proceeds
sufficient to reduce its adjusted capital contribution account to zero and
receive, in addition, other distributions and allocations which would provide a
10% per annum cumulative return, compounded daily, on its outstanding adjusted
capital contribution account. After such time, the distributions will be
allocated 90% to the limited partners and 10% to the General Partner.
2. Significant Accounting Policies
Basis of Accounting and Presentation - The Partnership's records are
maintained on the accrual basis. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure 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.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Leases - The Partnership accounts for owned equipment leased to third
parties as finance leases or leveraged leases. For finance leases, the
Partnership records, at the inception of the lease, the total minimum lease
payments receivable, the estimated unguaranteed residual values, the initial
direct costs related to the leases and the related unearned income. Unearned
income represents the difference between the sum of the minimum lease payments
receivable plus the estimated unguaranteed residual minus the cost of the leased
equipment. Unearned income is recognized as finance income over the terms of the
related leases using the interest method. The Partnership's net investment in
leveraged leases consists of minimum lease payments receivable, the estimated
unguaranteed residual values and the initial direct costs related to the leases,
net of the unearned income and principal and interest on the related
non-recourse debt. Unearned income is recognized as income from leveraged leases
over the life of the lease at a constant rate of return on the positive net
investment. Initial direct costs of finance leases and leverage leases are
capitalized and are amortized over the terms of the related leases using the
interest method. The Partnership's leases have terms ranging from two to five
years. Each lease is expected to provide aggregate contractual rents that, along
with residual proceeds, return the Partnership's cost of its investments along
with investment income.
Investment in Financings - Investment in financings represent the gross
receivables due from the financing of equipment plus the initial direct costs
related thereto less the related unearned income. The unearned income is
recognized as finance income, and the initial direct costs are amortized, over
the terms of the receivables using the interest method. Financing transactions
are supported by a written promissory note evidencing the obligation of the user
to repay the principal, together with interest, which will be sufficient to
return the Partnership's full cost associated with such financing transaction,
together with some investment income. Furthermore, the repayment obligation is
collateralized by a security interest in the tangible or intangible personal
property.
Investment in Estimated Unguaranteed Residual Value - The Partnership
purchased a 50% interest of an option to acquire equipment during 1996. The
Partnership purchased a 100% interest of an option to acquire equipment during
1997. The assets will be carried at cost until sale or release of the equipment,
at which time a gain or loss will be recognized on the transactions. No income
will be recognized until the underlying equipment is sold or released. (See Note
3 for discussion of investment in estimated unguaranteed residual value).
Disclosures About Fair Value of Financial Instruments - Statement of
Financial Accounting Standards ("SFAS") No. 107, "Disclosures about Fair Value
of Financial Instruments" requires disclosures about the fair value of financial
instruments, except for lease related instruments. At December 31, 1997, the
carrying value of the Partnership's financial assets other than lease related
investments and liabilities approximates fair value.
Allowance for Doubtful Accounts - The Partnership records a provision for
bad debts to provide for estimated credit losses in the portfolio. The allowance
for doubtful accounts is based on an analysis of delinquency, an assessment of
overall risk and a review of historical loss experience. The Partnership's
write-off policy is based on an analysis of the aging of the Partnership's
portfolio, a review of the non-performing receivables and leases, and prior
collection experience. An account is fully reserved for or written off when the
analysis indicates that the probability of collection of the account is remote.
Impairment of Estimated Residual Values - In March 1995, the FASB issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of," which was effective beginning in 1996.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
The Partnership's policy with respect to impairment of estimated residual
values is to review, on a quarterly basis, the carrying value of its residuals
on an individual asset basis to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable and, therefore, an impairment loss should be recognized. The events
or changes in circumstances which generally indicate that the residual value of
an asset has been impaired are (i) the estimated fair value of the underlying
equipment is less than the Partnership's carrying value or (ii) the lessee is
experiencing financial difficulties and it does not appear likely that the
estimated proceeds from disposition of the asset will be sufficient to satisfy
the remaining obligation to the non-recourse lender and the Partnership's
residual position. Generally in the latter situation, the residual position
relates to equipment subject to third party non-recourse notes payable where the
lessee remits their rental payments directly to the lender and the Partnership
does not recover its residual until the non-recourse note obligation is repaid
in full.
The Partnership measures its impairment loss as the amount by which the
carrying amount of the residual value exceeds the estimated proceeds to be
received by the Partnership from release or resale of the equipment. Generally,
quoted market prices are used as the basis for measuring whether an impairment
loss should be recognized.
As a result, the Partnership's policy with respect to measurement and
recognition of an impairment loss associated with estimated residual values is
consistent with the requirements of SFAS No. 121 and, therefore, the
Partnership's adoption of this Statement in the first quarter of 1996 had no
material effect on the financial statements.
Income Taxes - No provision for income taxes has been made as the liability
for such taxes is that of each of the partners rather than the Partnership.
New Accounting Pronouncements - In June 1996 the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS") No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." SFAS No. 125 establishes, among other things,
criteria for determining whether a transfer of financial assets is a sale or a
secured borrowing effective for all transfers occurring after December 31, 1997.
The adoption of SFAS No. 125 is not expected to have a material impact on the
Partnership's net income, partners' equity or total assets.
3. Gain on Disposal of Residual Interest
In December 1997 the Partnership disposed of its residual interest in two
offshore supply vessels owned by Energy Land Corp. The disposal of the residual
interest occurred in connection with the sale of the vessels to Hvide Marine,
Inc. The vessels had previously been chartered by Occidental Equipment and
Services, Inc. The Partnership's interest was acquired on April 9, 1997 for
$3,430,000 cash. The Partnership paid $278,500 in initial direct costs related
to the transaction. The residual interest was disposed of for total cash
proceeds of $5,864,138. The Partnership earned $446,028 on the transaction from
April 1997 through December 1997. The Partnership recognized a $1,709,610 gain
upon disposal of its interest.
4. Residual Investment
On December 31, 1996, the Partnership purchased a 50% share of an option to
acquire a 100% interest in a drilling rig. The purchase price of the 50%
investment was $12,325,000.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
On July 31, 1997, the Partnership purchased an option to acquire a 100%
interest on three Boeing 737-300 aircraft, currently on lease with Continental
Airlines. The purchase price was $14,206,664 and consisted of $1,237,500 in cash
and $12,969,164 in non-recourse notes.
5. Net Investment in Leveraged Leases
On August 20, 1996, the Partnership acquired, subject to a leveraged lease,
the residual interest in an aircraft on lease with Federal Express. The aircraft
is a 1986 McDonnell Douglas DC-10-30F, and has a remaining term of seven years.
The purchase price was $40,973,585, consisting of $6,000,000 in cash and the
assumption of non-recourse senior debt of $26,217,294 and non-recourse junior
debt of $8,756,291.
On December 31, 1996, the Partnership acquired, subject to a leveraged
lease, an aircraft on lease with Continental Airlines, Inc. The aircraft is a
1976 McDonnell Douglas DC-10-30 and has a remaining term of five years. The
purchase price was $11,320,923 consisting of $2,104,262 in cash and the
assumption of non-recourse senior debt of $9,216,661.
The net investment in the leveraged leases as of December 31, 1997 consisted of
the following:
<TABLE>
<S> <C>
Non-cancelable minimum rents receivable (net of
principal and interest on non-recourse debt) $ 1,071,000
Estimated unguaranteed residual values 24,818,001
Initial direct costs 1,231,377
Unearned income (15,973,890)
--------------
$ 11,146,488
==============
</TABLE>
Unearned income is recognized from leveraged leases over the life of the
lease at a constant rate of return on the positive net investment.
Non-cancelable minimum rents receivable relating to the leveraged leases at
December 31, 1997 are $51,610,515 and are due as follows:
<TABLE>
<S> <C> <C>
1998 $ 7,742,360
1999 7,742,360
2000 8,022,359
2001 8,022,359
2002 8,022,360
Thereafter 12,058,717
-----------
$51,610,515
===========
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Principal and interest on non-recourse debt assumed in the purchase of the
leveraged leases is $50,539,515 at December 31, 1997 and matures as follows:
<TABLE>
<S> <C> <C>
1998 $ 7,742,360
1999 7,742,360
2000 7,742,359
2001 7,742,359
2002 7,742,359
Thereafter 11,827,718
-----------
$50,539,515
===========
</TABLE>
Prior to the acquisition of the Federal Express transaction, the free cash
flow, the rent in excess of the senior debt payments, was financed by an
affiliated partnership, ICON Cash Flow Partners, L.P., Series D, (i.e., the
junior debt). On January 29, 1997, the Partnership refinanced a portion of the
junior debt with a third party.
6. Receivables Due in Installments
Non-cancelable minimum annual amounts due on finance leases and financings
are as follows:
<TABLE>
<CAPTION>
Finance
Year Leases Financings Total
---- ------ ---------- -----
<S> <C> <C> <C> <C>
1998 $23,412,651 $ 293,446 $ 23,706,097
1999 20,291,755 190,239 20,481,994
2000 16,181,430 183,345 16,364,775
2001 9,857,704 149,805 10,007,509
2002 8,022,360 89,448 8,111,808
Thereafter 12,058,717 -- 12,058,717
----------- ----------- -------------
$89,824,617 $ 906,283 $ 90,730,900
=========== =========== =============
</TABLE>
7. Allowance for Doubtful Accounts
The allowance for doubtful accounts related to the investments in finance
leases and financings consisted of the following:
<TABLE>
<CAPTION>
Finance
Leases Financings Total
------ ---------- -----
<S> <C> <C> <C>
Balance at December 31, 1995 $ -- $ -- $ --
Charged to operations 65,000 10,000 75,000
----------- ----------- ----------
Balance at December 31, 1996 65,000 10,000 75,000
Charged to operations 90,000 60,000 150,000
Accounts written-off -- (47,778) (47,778)
----------- ----------- ----------
Balance at December 31, 1997 $ 155,000 $ 22,222 $ 177,222
=========== =========== ==========
</TABLE>
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
8. Notes Payable
Notes payable consists of notes payable non-recourse, which are being paid
directly to the lenders by the lessees, and notes payable recourse, which
relates to the Partnership's acquisition of a residual investment (See Note 4).
The notes bear interest at rates ranging from 6.5% to 9.4%. These notes mature
as follows:
<TABLE>
<CAPTION>
Notes Payable Note Payable
Year Non-Recourse Recourse Total
---- ------------ -------- -----
<S> <C> <C> <C> <C>
1998 $ 25,575,394 $ 2,250,000 $ 27,825,394
1999 21,998,436 2,250,000 24,248,436
2000 16,574,146 5,575,000 22,149,146
2001 7,447,607 -- 7,447,607
2002 4,872,512 -- 4,872,512
Thereafter 14,107,795 -- 14,107,795
---------------- -------------- ------------
$ 90,575,890 $ 10,075,000 $100,650,890
================ ============== ============
</TABLE>
9. Investment in Joint Ventures
The Partnership Agreement allows the Partnership to invest in joint
ventures with other limited partnerships sponsored by the General Partner
provided that the investment objectives of the joint ventures are consistent
with that of the Partnership.
ICON Cash Flow L.L.C. III
- -------------------------
On December 31, 1996, the Partnership and an affiliate, ICON
Cash Flow Partners, L.P., Series E ("Series E") formed ICON Cash Flow Partners
L.L.C. III ("ICON LLC III"), for the purpose of acquiring and managing an
aircraft currently on lease to Continental Airlines, Inc. The aircraft is a 1976
McDonnell Douglas DC-10-30 and cost $10,905,228. The lease is a leveraged lease
and the lease term expires in March 2003. Profits, losses, excess cash and
disposition proceeds are allocated 99% to the Partnership and 1% to Series E.
The Partnership's financial statements include 100% of the assets and
liabilities of ICON LLC III. Series E's investment in ICON LLC III has been
reflected as "Minority interest in joint venture."
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
ICON Receivables 1997-A L.L.C.
- ------------------------------
In March 1997 the Partnership, Series D and L.P. Six contributed and
assigned equipment lease and finance receivables and residuals with a net book
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose entity created for the purpose of originating new leases, managing
existing contributed assets and, eventually, securitizing its portfolio. In
order to fund the acquisition of new leases, 1997-A obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.
On September 19, 1997 the Partnership, Series E and L.P. Six contributed
and assigned equipment lease and finance receivables and residuals with a net
book value of $0, $15,547,305 and $5,225,794 and cash of $484,244, $740,000 and
$300,000, respectively to 1997-A. The Partnership, Series D, Series E and L.P.
Six (collectively the "1997-A Members") received a 19.97%, 17.81% 31.19% and
31.03% interest, respectively, in 1997-A based on the present value of their
related contributions.
On September 19, 1997, 1997-A securitized substantially all of its
equipment leases and finance receivables and residuals. The net proceeds from
the securitization totaled $47,140,183, of which $16,658,877 was used to pay
down the 1997-A Facility, and the remaining proceeds, after establishing
reserves for expenses, were distributed to the 1997-A Members based on their
respective interests. The Partnership's share of the net proceeds from the
securitization totaled $4,889,804. 1997-A became the beneficial owner of a
trust. The trustee for the trust is Texas Commerce Bank ("TCB"). In conjunction
with this securitization, the portfolio as well as the General Partner's
servicing capabilities were rated "AA" by Duff & Phelps and Fitch, both
nationally recognized rating agencies. The General Partner, as servicer, is
responsible for managing, servicing, reporting on and administering the
portfolio. 1997-A remits all monies received from the portfolio to TCB. TCB is
responsible for disbursing to the noteholders their respective principal and
interest and to 1997-A the excess of cash collected over debt service from the
portfolio. The 1997-A Members received their pro rata share of any excess cash
on a monthly basis from 1997-A. The Partnership used these proceeds to payoff
the $4,250,000 note payable to 1997-A.The Partnership accounts for its
investment in 1997-A under the equity method of accounting. The 1997-A Members
may receive, in accordance with their membership interests, additional proceeds
if 1997-A generates excess cash (cash after payment of debt and expenses).
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position and results of operations of 1997-A as
of and for the year ended December 31, 1997 is summarized below:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Assets $ 50,911,005
============
Liabilities $ 45,143,569
============
Equity $ 5,767,436
============
Year Ended
December 31, 1997
-----------------
Net income $ 1,298,430
============
</TABLE>
ICON Receivables 1997-B L.L.C.
- ------------------------------
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B L.L.C. ("1997-B"), for the
purpose of originating lease transactions and ultimately securitizing its
portfolio. The 1997-B Members contributed $500,000 (16.67% interest), $250,000
(8.33% interest) and $2,250,000 (75.00% interest), respectively to 1997-B. In
order to fund the acquisition of additional leases, 1997-B obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-B
Facility"). Borrowings under the 1997-B Facility are based on the present value
of the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Facility bear interest
equal to Libor plus 1.5%. Collections of receivables from leases are used to pay
down the 1997-B Facility, however, in the event of a default, all of 1997-B's
assets are available to cure such default. The net proceeds from the expected
securitization of these assets will be used to pay-off the remaining 1997-B
Facility balance and the remaining proceeds will be distributed to the 1997-B
Members in accordance with their membership interests. The Partnership accounts
for its investment in 1997-B under the equity method of accounting. The 1997-B
Members may receive, in accordance with their membership interests, additional
proceeds if 1997-B generates excess cash (cash after payment of debt and
expenses).
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
Information as to the financial position and results of operations of 1997-B as
of and for the year ended December 31, 1997 is summarized below:
<TABLE>
<CAPTION>
December 31, 1997
-----------------
<S> <C>
Assets $ 18,209,360
=============
Liabilities $ 15,008,185
=============
Equity $ 3,201,175
=============
Year Ended
December 31, 1997
-----------------
Net income $ 201,175
=============
</TABLE>
10. Related Party Transactions
Fees and other expenses paid or accrued by the Partnership to the General
Partner or its affiliates for the year ended December 31, 1997 and 1996 were as
follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C> <C>
Underwriting commissions $ 1,123,270 $ 551,081 Charged to Equity
Organization and offering expenses 1,965,723 964,391 Charged to Equity
Acquisition fees 2,934,301 2,737,818 Capitalized
Management fees 1,522,045 264,784 Charged to operations
Administrative expense
reimbursements 652,319 117,809 Charged to operations
------------- ------------
Total $ 8,197,658 $ 4,635,883
============= ============
</TABLE>
The Partnership and affiliates formed three joint ventures for the purpose
of acquiring and managing various assets. (See Note 9 for additional information
relating to the joint ventures.)
On March 11, 1997, the Partnership borrowed $4,250,000 from 1997-A, an
affiliate of the Partnership (See Note 8). The note was a short term note, bore
interest at Libor plus 1.5% and was paid from the Partnership's share of
securitization proceeds in September 1997.
11. Commitments and Contingencies
The Partnership, from time to time, has and will enter into remarketing and
residual sharing agreements with third parties. In connection therewith,
remarketing or residual proceeds received in excess of specified amounts will be
shared with these third parties based on specified formulas. As of December 31,
1997 the Partnership has not made any payments pursuant to such agreements.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
Notes to Financial Statements - Continued
12. Tax Information (Unaudited)
The following table reconciles net income for financial reporting purposes
to income for federal income tax purposes for the year ended December 31, 1997:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Net income per financial statements $ 2,649,580 $ 405,451
Differences due to:
Direct finance leases 9,376,627 (258,725)
Depreciation (11,358,603) --
Provision for losses 102,222 --
Loss on sale of equipment 759,191 --
Other 806,922 --
-------------- -----------
Partnership income for
federal income tax purposes $ 2,335,939 $ 146,726
============== ===========
</TABLE>
As of December 31, 1997, the partners' capital accounts included in the
financial statements totaled $45,901,123 compared to the partners' capital
accounts for federal income tax purposes of $53,066,747 (unaudited). The
difference arises primarily from commissions reported as a reduction in the
partners' capital accounts for financial reporting purposes but not for federal
income tax purposes, and temporary differences related to direct finance leases,
depreciation and provision for losses.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1997
General Partner's Discussion and Analysis of
Financial Condition and Results of Operations
ICON Cash Flow Partners L.P. Seven (the "Partnership"), was formed on May
23, 1995 as a Delaware limited partnership. The Partnership commenced business
operations on its initial closing date, January 19, 1996 with the admission of
26,367.95 limited partnership units at $100 per unit representing $2,636,795 of
capital contributions. Between January 19, 1996 and December 31, 1996,
249,172.52 additional units were admitted representing $24,917,252 of capital
contributions. In 1997, 285,927.35 additional units were admitted representing
$28,592,735 of capital contributions. In 1997, 1,625.63 units were redeemed,
leaving 559,842.19 partnership units outstanding at December 31, 1997.
The Partnership's portfolio consisted of net investments in finance leases,
investment in estimated unguaranteed residual value, leveraged leases, equity
investment in joint ventures and financings representing 72%, 18%, 8%, 1% and 1%
of total investments at December 31, 1997, respectively, and 42%, 0%, 21%, 26%
and 11% of total investments at December 31, 1996, respectively.
Results of Operations for the Years Ended December 31, 1997 and 1996
For the years ended December 31, 1997 and 1996, the Partnership purchased
and leased or financed equipment with an initial cost of $119,155,086 and
$91,413,135, respectively, to 13 and 198 lessees or equipment users.
Revenues for the year ended December 31, 1997 were $9,749,244 representing
an increase of $8,185,175 from 1996. The increase in revenues was attributable
to an increase in finance income of $5,215,851, an increase in net gain on sales
or remarketing of equipment of $1,748,790 or 100%, an increase in income from
leverage leases of $924,541 and an increase in income from equity investment in
joint ventures of $436,216. These increases were partially offset by a decrease
in interest income and other of $140,223 or 54%. Finance income increased due to
the increase in the average size of the portfolio from 1996 to 1997. The net
gain on sales or remarketing of equipment increased due to the December 1997
termination of the Partnership's residual interests in two offshore supply
vessels resulting in a gain on termination of $1,709,610. Income from leverage
leases increased due to the increase in the average size of the leverage lease
portfolio from 1996 to 1997. Income from equity investment in joint ventures
increased as a direct result of the Partnership's 1997 contribution to ICON
Receivables 1997-A L.L.C. ("1997-A") and ICON Receivables 1997-B L.L.C.
("1997-B"). These contributions consisted of equipment lease and finance
receivables, residuals and cash totaling $6,650,460. Interest income and other
decreased due to a decrease in the average cash balance from 1996 to 1997.
Expenses for the year ended December 31, 1997 were $7,099,664, representing
an increase of $5,941,046 from 1996. The increase in expenses was attributable
to an increase in interest expense of $3,254,317, an increase in management fees
of $1,257,261, an increase in amortization of initial direct cost of $701,338,
an increase in administrative expense reimbursement of $534,510, an increase in
general and administrative expenses of $114,240, an increase in provision for
bad debts of $75,000 and an increase in minority interest in joint ventures of
$4,380. Interest expense increased due to the increase in the average debt
outstanding from 1996 to 1997. Management fees, amortization of initial direct
cost, administrative expense reimbursement and general and administrative
expenses increased due to the average size of the portfolio from 1996 to 1997. A
provision for bad debts was made in 1997 as a result of an analysis of
delinquency, an assessment of overall risk and a review of historical loss
experience. The increase in minority interest in joint ventures resulted from
the Partnership's 1997 investment in joint ventures.
<PAGE>
ICON Cash Flow Partners L.P. Seven
(A Delaware Limited Partnership)
December 31, 1997
Since the Partnership commenced operations on January 19, 1996, a
comparison of results of operations to prior periods is not presented.
Net income for the year ended December 31, 1997 and 1996 was $2,649,580 and
$405,451, respectively. The net income per weighted average limited partnership
unit was $6.34 and $2.57, respectively, weighted from the date each unit was
admitted to the Partnership.
Liquidity and Capital Resources
The Partnership's primary sources of funds in 1997 and 1996 were capital
contributions, net of offering expenses, of $24,730,458 and $23,834,251,
respectively, proceeds from sale of equipment of $7,315,408 in 1997 and cash
provided by operations of $2,855,330 and $973,899, respectively. These funds
were used to fund cash distributions and to purchase equipment. The Partnership
intends to continue to purchase equipment and to fund cash distributions
utilizing funds from capital contributions and cash provided by operations.
The Partnership's notes payable at December 31, 1997 and 1996 totaled
$100,650,890 and $23,314,945, respectively. These amounts consisted of
$90,575,890 and $11,089,945 in non-recourse notes, respectively, which are being
paid directly to the lenders by the lessees, and recourse notes payable of
$10,075,000 and $12,225,000, respectively, which are secured by the
Partnership's investment in unguaranteed residual values.
Cash distributions to the limited partners for the years ended December 31,
1997 and 1996, which were paid monthly totaled $4,147,829 and $1,361,099,
respectively of which $2,623,084 and $401,396 was investment income and
$1,524,745 and $958,703 was a return of capital, respectively. The monthly
annualized cash distribution rate to limited partners for the years ended
December 31, 1997 and 1996 was 10.75%, of which 6.34% and 2.57% was investment
income and 4.41% and 8.18% was a return of capital respectively, calculated as a
percentage of each partners' initial capital contribution. The limited partner
distribution per weighted average unit outstanding for the years ended December
31, 1997 and 1996 was $10.75, of which $6.34 and $2.57 was investment income and
$4.41 and $8.18 was a return of capital, respectively.
In March 1997 the Partnership, ICON Cash Flow Partners, L.P., Series D
("Series D") and ICON Cash Flow Partners L.P. Six ("L.P. Six") contributed and
assigned equipment lease and finance receivables and residuals with a net book
value of $5,391,216, $4,805,676 and $5,304,010 and cash of $275,000, $125,000
and $300,000, respectively to ICON Receivables 1997-A LLC ("1997-A"), a special
purpose entity created for the purpose of originating new leases, managing
existing contributed assets and, eventually, securitizing its portfolio. In
order to fund the acquisition of new leases, 1997-A obtained a warehouse
borrowing facility from Prudential Securities Credit Corporation (the "1997-A
Facility"). Borrowings under the 1997-A Facility were based on the present value
of the new leases. Outstanding amounts under the 1997-A Facility bore interest
equal to Libor plus 1.5%.
On September 19, 1997 the Partnership, ICON Cash Flow Partners, L.P., Series E
("Series E") and L.P. Six contributed and assigned equipment lease and finance
receivables and residuals with a net book value of $0, $15,547,305 and
$5,225,794 and cash of $484,244, $740,000 and $300,000, respectively to 1997-A.
The Partnership, Series D, Series E and L.P. Six (collectively the "1997-A
Members") received a 19.97%, 17.81% 31.19% and 31.03% interest, respectively, in
1997-A based on the present value of their related contributions.
<PAGE>
ICON Cash Flow Partners L. P. Seven
(A Delaware Limited Partnership)
December 31, 1997
On September 19, 1997, 1997-A securitized substantially all of its
equipment leases and finance receivables and residuals. The net proceeds from
the securitization totaled $47,140,183, of which $16,658,877 was used to pay
down the 1997-A Facility, and the remaining proceeds, after establishing
reserves for expenses, were distributed to the 1997-A Members based on their
respective interests. 1997-A became the beneficial owner of a trust. The trustee
for the trust is Texas Commerce Bank ("TCB"). In conjunction with this
securitization, the portfolio as well as the General Partner's servicing
capabilities were rated "AA" by Duff & Phelps and Fitch, both nationally
recognized rating agencies. The General Partner, as servicer, is responsible for
managing, servicing, reporting on and administering the portfolio. 1997-A remits
all monies received from the portfolio to TCB. TCB is responsible for disbursing
to the noteholders their respective principal and interest and to 1997-A the
excess of cash collected over debt service from the portfolio. The 1997-A
Members received their pro rata share of any excess cash on a monthly basis from
1997-A. The Partnership's share of the net proceeds from the securitization
totaled $4,889,804. The Partnership used these proceeds to payoff the $4,250,000
note payable to 1997-A. The Partnership accounts for its investment in 1997-A
under the equity method of accounting. The 1997-A Members may receive, in
accordance with their membership interests, additional proceeds if 1997-A
generates excess cash (cash after payment of debt and expenses).
In August 1997 the Partnership, Series E and L.P. Six (collectively, the
"1997-B Members") formed ICON Receivables 1997-B LLC ("1997-B"), for the purpose
of originating lease transactions and ultimately securitizing its portfolio. The
1997-B Members contributed $500,000 (16.67% interest), $250,000 (8.33% interest)
and $2,250,000 (75.00% interest), respectively to 1997-B. In order to fund the
acquisition of additional leases, 1997-B obtained a warehouse borrowing facility
from Prudential Securities Credit Corporation (the "1997-B Warehouse Facility").
Borrowings under the 1997-B Warehouse Facility are based on the present value of
the new leases, provided that in the aggregate, the amount outstanding cannot
exceed $40,000,000. Outstanding amounts under the 1997-B Warehouse Facility bear
interest equal to Libor plus 1.5%. Collections of receivables from leases are
used to pay down the 1997-B Warehouse Facility, however, in the event of a
default, all of 1997-B's assets are available to cure such default. The net
proceeds from the expected securitization of these assets will be used to
pay-off the remaining 1997-B Warehouse Facility balance and the remaining
proceeds will be distributed to the 1997-B Members in accordance with their
membership interests. The Partnership accounts for its investment in 1997-B
under the equity method of accounting. The 1997-B Members may receive, in
accordance with their membership interests, additional proceeds if 1997-B
generates excess cash (cash after payment of debt and expenses).
As of December 31, 1997 there were no known trends or demands, commitments,
events or uncertainties which are likely to have any material effect on
liquidity. As cash is realized from operations, sales of equipment and
borrowings, the Partnership will invest in equipment leases and financings where
it deems it to be prudent while retaining sufficient cash to meet its reserve
requirements and recurring obligations as they become due.
<PAGE>
ICON CAPITAL CORP.
Financial Statements
March 31, 1998 and 1997
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
ICON Capital Corp.:
We have audited the accompanying balance sheets of ICON Capital Corp. as of
March 31, 1998 and 1997, and the related statements of income, changes in
stockholder's equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ICON Capital Corp. as of March
31, 1998 and 1997, and the results of its operations and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
June 12, 1998
New York, New York
<PAGE>
ICON CAPITAL CORP.
BALANCE SHEETS
March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
ASSETS
<S> <C> <C>
Cash $ 179,403 $ 292,524
Receivables from affiliates 3,580,727 181,039
Receivables from related parties - managed partnerships 572,990 1,323,502
Prepaid and other assets 226,855 187,687
Deferred charges 524,270 379,717
Fixed assets and leasehold improvements, at cost, less
accumulated depreciation and amortization of
$1,865,232 and $1,533,265 758,680 752,472
---------- ----------
Total assets $5,842,925 $3,116,941
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Accounts payable and accrued expenses $1,819,003 $1,225,726
Notes payable - line of credit 2,000,000 --
Notes payable - capital lease obligations 246,386 196,105
Deferred management fees - managed partnerships 232,000 758,452
Deferred income taxes, net 583,436 255,176
---------- ----------
Total liabilities 4,880,825 2,435,459
---------- ----------
Commitments and contingencies
Stockholder's equity:
Common stock: no par value; $10 stated
value; authorized 3,000 shares;
issued and outstanding 1,500 shares 15,000 15,000
Additional paid-in capital 716,200 716,200
Retained earnings 1,330,900 1,050,282
---------- ----------
2,062,100 1,781,482
Note receivable from stockholder (1,100,000) 1,100,000)
---------- ----------
962,100 681,482
---------- ----------
Total liabilities and stockholder's equity $5,842,925 $3,116,941
========== ==========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF INCOME
For the Years Ended March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
Revenues:
<S> <C> <C>
Fees - managed partnerships $12,048,906 $11,517,396
Management fees - affiliate 716,444 261,003
Lease consulting fees and other 61,025 112,245
Rental income from investment in operating lease -- 1,541,647
----------- -----------
Total revenues 12,826,375 13,432,291
----------- -----------
Expenses:
Selling, general and administrative 9,404,987 7,174,496
Amortization of deferred charges 844,636 484,579
Depreciation and amortization 331,967 319,000
Interest expense - notes payable 80,885 6,818
Depreciation - equipment under operating lease -- 1,293,775
Interest expense - non-recourse financings -- 247,872
----------- -----------
Total expenses 10,662,475 9,526,540
----------- -----------
Income before provision for income taxes 2,163,900 3,905,751
Provision for income taxes 554,842 112,010
----------- -----------
Net income $ 1,609,058 $ 3,793,741
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
For the Years Ended March 31, 1998 and 1997
<TABLE>
<CAPTION>
Common Stock Note Total
------------------------ Additional Receivable Stock-
Shares Stated Paid-in Retained from holder's
Outstanding Value Capital Earnings Stockholder Equity
----------- --------- ------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
March 31, 1996 1,500 $ 15,000 $ 716,200 $ 889,957 $ -- $1,621,157
Issuance of
note from stockholder -- -- -- -- (1,100,000) (1,100,000)
Net income -- -- -- 3,793,741 -- 3,793,741
Distributions to Parent -- -- -- (3,633,416) -- (3,633,416)
----------- --------- ------------- ------------ ----------- ----------
March 31, 1997 1,500 15,000 716,200 1,050,282 (1,100,000) 681,482
Net income -- -- -- 1,609,058 1,609,058
Distributions to Parent -- -- -- (1,328,440) -- (1,328,440)
----------- --------- ------------- ------------ ----------- ----------
March 31, 1998 1,500 $ 15,000 $ 716,200 $ 1,330,900 $(1,100,000) $ 962,100
=========== ========= ============= ============ =========== ==========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
STATEMENTS OF CASH FLOWS
For the Years Ended March 31,
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,609,058 $ 3,793,741
----------- -----------
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 331,967 1,612,775
Amortization of deferred charges 844,636 484,579
Deferred income taxes 328,260 (228,768)
Rental income paid directly to lender by lessee -- (1,541,647)
Interest expense paid directly to lenders by lessees -- 247,872
Changes in operating assets and liabilities:
Receivables from managed partnerships, net of
deferred management fees 224,060 790,506
Receivables from affiliates (3,399,688) 155,767
Deferred charges (989,189) (561,410)
Prepaid and other assets (39,168) (54,099)
Accounts payable and accrued expenses 593,277 353,956
Other -- 4,158
----------- -----------
Total adjustments (2,105,845) 1,263,689
----------- -----------
Net cash provided by (used in) operating activities (496,787) 5,057,430
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets and leasehold improvements (234,336) (97,279)
----------- -----------
Net cash used in investing activities (234,336) (97,279)
----------- -----------
Cash flows from financing activities:
Proceeds from notes payable-line of credit 2,000,000 --
Distributions to Parent (1,328,440) (3,633,416)
Principal payments on notes payable-capital lease obligations, net (53,558) (49,061)
Loan to stockholder -- (1,100,000)
----------- -----------
Net cash provided by (used in) financing activities 618,002 (4,782,477)
----------- -----------
Net (decrease) increase in cash (113,121) 177,674
Cash, beginning of year 292,524 114,850
----------- -----------
Cash, end of year $ 179,403 $ 292,524
=========== ===========
</TABLE>
See accompanying notes to financial statements.
Note: A purchase of units is not acquiring an interest in this corporation.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements
March 31, 1998
(1) Organization
------------
ICON Capital Corp. (the "Company") was incorporated in 1985. Until August
20, 1996, the Company was owned by three individuals. On August 20, 1996,
ICON Holdings Corp. ("Holdings" or the "Parent") acquired all of the
outstanding stock of the Company, as well as all of the outstanding stock
of ICON Securities Corp. ("Securities"), an affiliated company. Holdings is
fifty percent owned by Summit Asset Holding L.L.C., a subsidiary of a
diversified financial and business services group based in the United
Kingdom, and fifty percent owned by Warrenton Capital Partners L.L.C.
("Warrenton"). The primary activity of the Company is the development,
marketing and management of publicly registered equipment leasing limited
partnerships. The Company will, on occasion, also provide consulting
services to unrelated parties in connection with the acquisition and
administration of lease transactions.
The Company is the general partner and manager of ICON Cash Flow Partners,
L.P. Series A ("ICON Cash Flow A"), ICON Cash Flow Partners, L.P., Series B
("ICON Cash Flow B"), ICON Cash Flow Partners, L.P., Series C ("ICON Cash
Flow C"), ICON Cash Flow Partners, L.P., Series D ("ICON Cash Flow D"),
ICON Cash Flow Partners, L.P., Series E ("ICON Cash Flow E") , ICON Cash
Flow Partners L.P. Six ("ICON Cash Flow Six") and ICON Cash Flow Partners
L.P. Seven ("ICON Cash Flow Seven") (collectively the "Partnerships"),
which are publicly registered equipment leasing limited partnerships. The
Partnerships were formed for the purpose of acquiring equipment and leasing
such equipment to third parties. The Company's investments in the
Partnerships which totaled $7,000, are carried at cost and are included in
prepaid and other assets.
The Company earns fees from the Partnerships on the sale of Partnership
units. Additionally, the Company also earns acquisition and management fees
and shares in Partnership cash distributions. ICON Cash Flow Seven was
formed on May 23, 1995 with an initial capital contribution of $1,000 and
began offering its units to suitable investors on November 9, 1995. The
offering period for ICON Cash Flow Seven will end 36 months after ICON Cash
Flow Seven began offering such units, November 9, 1998.
The following table identifies pertinent offering information by the
Partnerships:
<TABLE>
<CAPTION>
Date Operations Date Ceased Gross Proceeds
Began Offering Units Raised
------------------ ----------------- ----------------
<S> <C> <C> <C>
ICON Cash Flow A May 6, 1988 February 1, 1989 $ 2,504,500
ICON Cash Flow B September 22, 1989 November 15, 1990 20,000,000
ICON Cash Flow C January 3, 1991 June 20, 1991 20,000,000
ICON Cash Flow D September 13, 1991 June 5, 1992 40,000,000
ICON Cash Flow E June 5, 1992 July 31, 1993 61,041,151
ICON Cash Flow Six March 31, 1994 November 8, 1995 38,385,712
ICON Cash Flow Seven January 19, 1996 (1) 81,574,845
----------------
$ 263,506,208
================
</TABLE>
(1) Gross proceeds raised through May 31, 1998.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(2) Significant Accounting Policies
-------------------------------
(a) Basis of Accounting and Presentation
------------------------------------
The Company's financial statements have been prepared on the historical
cost basis of accounting using the accrual basis. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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.
(b) Disclosures About Fair Value of Financial Instruments
-----------------------------------------------------
The Statement of Financial Accounting Standards No. 107 ("SFAS No.
107"), "Disclosures about Fair Value of Financial Instruments" requires
disclosures about the fair value of financial instruments. The
Company's financial instruments (cash, receivables and notes payable)
are either payable on demand or have short-term maturities and present
relatively low credit and interest rate risk, and as a result, their
fair value approximates carrying value at March 31, 1998.
(c) Revenue and Cost Recognition
----------------------------
Income Fund Fees:
-----------------
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Organization and offering
fees are earned based on investment units sold and are recognized at
each closing. Acquisition fees are earned based on the purchase price
paid or the principal amount of each transaction entered into.
Management and administrative fees are earned for managing the
Partnership's equipment and financing transactions. Management and
administrative fees are earned upon receipt of rental payments from
lease and financing transactions.
Effective September 1, 1993, ICON Cash Flow A, ICON Cash Flow B, and
ICON Cash Flow C decreased monthly distributions to the limited
partners from the cash distribution rates stated in their prospectuses
to an annual rate of 9%. As a result, all management fees payable to
the Company related to these entities had been deferred until the
limited partners of ICON Cash Flow A, ICON Cash Flow B and ICON Cash
Flow C received their stated cash distribution rate of return on a
cumulative basis. Due to the approval of amendments to the ICON Cash
Flow B and ICON Cash Flow C Partnership Agreements, effective November
15, 1995 and June 19, 1996, The Company eliminated ICON Cash Flow B and
ICON Cash Flow C's obligation to pay $220,000 and $529,125,
respectively of the original management fees deferred. As of December
31, 1997, ICON Cash Flow A investors had received the stated annual
rate of return, and as a result the Company reversed $38,081 in
deferred management fees and recognized such fees as income. Management
fees in the amount of $232,000 are deferred and outstanding at March
31, 1998, of which $127,000 is due from ICON Cash Flow B and $105,000
is due from ICON Cash Flow C. Such amounts are included in receivables
due from managed partnerships as well as in deferred management fees on
the March 31, 1998 balance sheet.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(d) Deferred Charges
----------------
Under the terms of the Partnerships' agreements, the Company is
entitled to be reimbursed for the costs of organizing and offering the
units of the Partnerships from the gross proceeds raised, subject to
certain limitations, based on the number of investment units sold. The
unamortized balance of these costs are included on the balance sheets
as deferred charges and are being amortized over the offering period.
(e) Fixed Assets and Leasehold Improvements
---------------------------------------
Fixed assets, which consist primarily of computer equipment, software
and furniture and fixtures, are recorded at cost and are being
depreciated over three to five years using the straight-line method.
Leasehold improvements are also recorded at cost and are being
amortized over the estimated useful lives of the improvements, or the
term of the lease, if shorter, using the straight-line method.
(f) Income Taxes
------------
The Company accounts for its income taxes following the liability
method as provided for in Statement of Financial Accounting Standard
No. 109 ("SFAS 109"), "Accounting for Income Taxes."
The Company filed stand alone Federal and state income tax returns for
the period April 1, 1996 to August 20, 1996. Thereafter the Company's
activity is included in the combined Federal and state income tax
returns of Holdings.
(3) Stockholder's Equity
--------------------
As of March 31, 1998, the Company held a demand promissory note for
$1,100,000 from Holdings. The note is without interest, except in the case
of default, at which time the note would bear interest at the rate of 18%.
The note is reflected for financial statement reporting purposes as a
reduction from stockholders' equity.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(4) Related Party Transactions
--------------------------
The Company earns fees from the Partnerships for the organization and
offering of each Partnership and for the acquisition, management and
administration of their lease portfolios. Receivables from managed
partnerships relate to such fees, which have been earned by the Company but
not paid by the Partnerships. The Company also earns a management fee from
Securities for the support and administration of Securities' operations.
Receivables from affiliates are due primarily from Holdings. Such
receivables relate to the reimbursement of amounts paid by the Company on
behalf of Holdings for items such as investment in a securitization trust
and debt obligations.
For the year ended March 31, 1998, the Company paid $1,328,440 in
distributions to Holdings.
(5) Prepaid and Other Assets
------------------------
Included in prepaid and other assets are unamortized insurance costs, the
Company's investment in the Partnerships and sublease receivables.
(6) Income Taxes
The provision (benefit) for income taxes for the years ended March 31, 1998
and 1997 consisted of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Current
Federal $172,280 $ 185,780
State 54,302 154,998
-------- ---------
Total current 226,582 340,778
-------- ---------
Deferred:
Federal 100,481 (24,563)
State 227,779 (204,205)
-------- ----------
Total deferred 328,260 (228,768)
-------- ---------
Total $554,842 $ 112,010
======== =========
</TABLE>
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax basis of the Company's assets and
liabilities. The deferred tax liabilities at March 31, 1998 and 1997 of
$583,436 and $347,155, respectively, are net of deferred tax assets of
$91,979 at March 31, 1997. Deferred income taxes at March 31, 1998 are
primarily the result of temporary differences relating to the carrying
value of fixed assets, the investments in the Partnerships and deferred
charges.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
The following table reconciles income taxes computed at the federal
statutory rate to the Company's effective tax rate for the years ended
March 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
Tax Rate Tax Rate
--- ---- --- ----
<S> <C> <C> <C> <C>
Federal statutory $ 735,726 34.00% $ 1,327,955 34.00%
State income taxes, net of Federal tax effect 186,174 8.60 (32,477) (0.83)
Distribution to Parent (451,670) (20.87) (1,235,361) (31.63)
Meals and entertainment exclusion 20,663 .95 21,979 0.56
Other 63,949 2.96 29,914 0.77
---------- ------ ----------- ------
$ 554,842 25.64% $ 112,010 2.87%
========== ====== =========== ======
</TABLE>
(7) Notes Payable
-------------
On August 21, 1997, the Company entered into an unsecured line of credit
agreement. The maximum amount available and outstanding under the line of
credit was $600,000. On December 10, 1997, the Company refinanced the
discretionary line of credit with a new line of credit (the "Facility").
The maximum amount available and outstanding under that Facility was
$1,300,000. In March 1998, the Facility was increased to $2,000,000, all
of which was outstanding at March 31, 1998. The Facility matures on August
31, 1998.
Interest is payable at prime (8.5% at March 31, 1998) plus 1%. The Facility
requires that the Company, among other things, meet certain objectives with
respect to financial ratios. At March 31, 1998, the Company was in
compliance with the covenants required by the Facility.
Notes payable at March 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Unsecured line of credit, interest at
prime (8.5% at March 31, 1998) plus 1%
due June 30, 1998 $2,000,000 $ --
Various obligations under capital leases, payable in monthly
installments through March 2002 246,386 196,105
---------- --------
$2,246,386 $196,105
========== ========
</TABLE>
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
(8) Investment in Equipment Under Operating Lease
---------------------------------------------
In December 1993, the Company invested $5,340,436 in manufacturing
equipment and leased such equipment to a third party for a two year period.
Simultaneously with the purchase of the equipment, the Company, on a
non-recourse basis, obtained $5,393,840 in financing from a financial
institution, of which $5,340,436 of such proceeds were paid directly to the
equipment vendor to satisfy the cost of the equipment. The excess of the
proceeds from the financing over the cost of the equipment, $53,404, was
paid directly to the Company and was earned over the initial lease term.
All rental payments by the lessee were paid directly to the financial
institution. The original non-recourse financing bore interest at a rate of
6.6%, and was paid in 24 monthly installments of $55,097 through December
1995, with a final payment of $4,699,584 due in January 1996.
On January 1, 1996, the lessee renewed the lease and the bank extended the
term of the non-recourse note. The terms of the renewal required 24
monthly installments of $171,294 through December 1997. Such rental
payments continued to be paid directly to the financial institution to
reduce the loan, with interest calculated at 8.95%. The lease terminated
in fiscal 1997 and the Company recognized a gain of $1,694 on disposition.
(9) Commitments and Contingencies
-----------------------------
The Company has operating leases for office space through the year 2004.
Rent expense for the years ended March 31, 1998 and 1997 totaled to
$497,223 and $347,990, net of sublease income of $155,749 and $170,602,
respectively. The future minimum rental commitments under non-cancelable
operating leases are due as follows:
Fiscal Year Ending
March 31, Amount
--------- ------
1999 $ 988,702
2000 898,017
2001 773,501
2002 521,906
Thereafter 1,376,290
----------
$4,558,416
==========
(11) Supplemental Disclosure of Cash Flow Information
------------------------------------------------
During the year ended March 31, 1998 and 1997, the Company paid $80,885 and
$6,818 in interest on recourse financing, respectively.
<PAGE>
ICON CAPITAL CORP.
Notes to Financial Statements - Continued
For the year ended March 31, 1997, payments relating to the Company's
non-recourse note payable aggregated $1,541,647, of which $1,293,775 was
principal and $247,872 was interest.
For the year ended March 31, 1998, the Company purchased $103,839 in fixed
assets utilizing proceeds from capital lease transactions.
<PAGE>
Amendment No. 1 to the
Third Amended and Restated
Agreement of Limited Partnership
of
ICON Cash Flow Partners L.P. Seven
----------------------------------
This Amendment No. 1, dated as of October 1, 1997 (this "Amendment"), to
the Third Amended and Restated Agreement of Limited Partnership of ICON Cash
Flow Partners L.P. Seven, dated as of September 12, 1995 (the "Agreement"),
hereby amends the Agreement as follows:
Section 17 is hereby amended by revising the definitions of the following
terms appearing therein so that each will now read as follows:
"'Disposition Period" means the period commencing on the first day
following the end of the Reinvestment Period and continuing for the period
deemed necessary by the General Partner for orderly termination of its
operations and affairs and liquidation or disposition of the Partnership's
Investments and other assets and the realization of maximum Liquidation Proceeds
therefor, which period is expected to continue not less than six (6), and not
more than thirty (30), months beyond the end of the Reinvestment Period and
which, in no event may extend beyond May 9, 2008 (ten and one-half (10-1/2)
years after the originally scheduled offering termination date of November 9,
1997)."
"'Reinvestment Period" means the period commencing with the Initial Closing
Date and ending November 9, 2002 (five (5) years from the originally scheduled
offering termination date of November 9, 1997); provided that such period may be
extended at the sole and absolute discretion of the General Partner for a
further period of not more than an additional 36 months."
"Termination Date" means the earliest of (a) the date on which the Maximum
Offering has been sold, (b) thirty six (36) months following the Effective Date,
and (c) the termination of the Offering by the General Partner at any time."
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.
GENERAL PARTNER:
ICON CAPITAL CORP.
By: /s/ Thomas W. Martin
-----------------------------------------
Thomas W. Martin, Executive Vice President
of ICON Capital Corp., General Partner
LIMITED PARTNERS:
ICON CAPITAL CORP., pursuant to powers of
attorney and to authorizations granted and
delivered, or hereafter granted and delivered to, it
By: /s/ Thomas W. Martin
---------------------------------------------------
Thomas W. Martin, Executive Vice President
of ICON Capital Corp., General Partner
<PAGE>
THIRD AMENDED AND RESTATED
AGREEMENT OF
LIMITED PARTNERSHIP
<PAGE>
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON CASH FLOW PARTNERS L.P. SEVEN
This Third Amended and Restated Agreement of Limited Partnership, dated
as
of the September 12, 1995 (this "Agreement"), is made and entered into by
and
among ICON Capital Corp., a Connecticut corporation ("ICON"), as general
partner
(hereinafter referred to as the "General Partner"), Charles Duggan, as
the
original limited partner (the "Original Limited Partner"), and such
additional
Limited Partners as may be admitted to the Partnership upon the Initial
Closing
Date or any subsequent Closing Date pursuant to the terms hereof;
such
additional Limited Partners hereinafter each referred to as a "Limited
Partner"
and collectively referred to as the "Limited Partners"; and the General
Partner
and the Limited Partners hereinafter occasionally referred to collectively
as
the "Partners").
WITNESSETH:
WHEREAS, on May 23, 1995, the General Partner filed a Certificate
of
Limited Partnership, dated as of May 23, 1995, establishing ICON Cash
Flow
Partners L.P. Seven (the "Partnership") under and pursuant to the
Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act").
WHEREAS, on September 12, 1995, the General Partner and Original
Limited
Partner have determined that it is necessary and appropriate to amend
and
restate the original Agreement of Limited Partnership in certain respects; and
WHEREAS, on November 2, 1995, the General Partner and Original
Limited
Partner have determined that it is necessary and appropriate to amend
and
restate the original Agreement of Limited Partnership in certain respects; and
WHEREAS, on November 8, 1995, the General Partner and Original
Limited
Partner have determined that it is necessary and appropriate to amend
and
restate the original Agreement of Limited Partnership in certain respects; and
NOW, THEREFORE, in consideration of the premises and mutual covenants
and
agreements hereinafter set forth, the receipt and sufficiency of which
are
hereby acknowledged, the General Partner and each Limited Partner, intending
to
be legally bound, hereby agree as follows:
<PAGE>
Section 1. ESTABLISHMENT OF PARTNERSHIP.
The parties hereto hereby enter into this Agreement and do hereby
set
forth the terms of the Partnership established under and pursuant to
the
provisions of the Delaware Act, which terms shall govern the rights
and
liabilities of the Partners, except as otherwise herein expressly stated.
Section 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF
REGISTERED AGENT FOR SERVICE OF PROCESS.
2.1 Legal Name and Address.
The Partnership shall be conducted under the name "ICON Cash Flow
Partners
L.P. Seven". The principal office and place of business of the Partnership
shall
be 600 Mamaroneck Avenue, Harrison, New York 10528 or at such other address
as
the General Partner may from time to time determine and specify by
written
notice to the Limited Partners. The Partnership may also maintain such
other
offices and places of business as the General Partner may deem advisable at
any
other place or places within the United States and, in connection therewith,
the
General Partner shall qualify and remain qualified, and shall use its
best
efforts to qualify and keep the Partnership qualified, to do business under
the
laws of all such jurisdictions as may be necessary to permit the
Partnership
legally to conduct its business in such jurisdictions. The registered office
of
the Partnership in the State of Delaware shall be at 1209 Orange
Street,
Wilmington, Delaware, 19801. The name of its registered agent at such
address
shall be The Corporation Trust Company. The General Partner may change
the
registered office and the registered agent of the Partnership, with
prior
written notice to the Limited Partners.
2.2 Address of Partners2.2 Address of Partners.
The principal place of business of the General Partner and the places
of
residence of the Limited Partners shall be those addresses set forth
opposite
their respective names in Schedule A to this Agreement (as such may
be
supplemented or amended from time to time). Any Partner may change his, her
or
its respective place of business or residence, as the case may be, by
giving
Notice of such change to the Partnership (and, in the case of the
General
Partner, by also giving Notice thereof to all of the Limited Partners),
which
Notice shall become effective upon receipt.
Section 3. PURPOSES AND POWERS.
3.1 Purposes.
The Partnership has been organized for the object and purpose of
(a)
acquiring, investing in, purchasing, owning, holding, leasing,
re-leasing,
financing, refinancing, borrowing, managing, maintaining, operating,
improving,
upgrading, modifying, exchanging, assigning, encumbering, creating
security
interests in, pledging, selling, transferring or otherwise disposing of, and
in
all respects otherwise dealing in or with, Equipment of all kinds, (b)
lending
and providing financing to other Persons for their acquisition of items
of
equipment and other tangible and intangible personal property of all
kinds,
pursuant to financing arrangements or transactions secured by various items
of
equipment (or interests therein and leases and licenses thereof) and other
such
personal property in any part of the world (including, without limitation,
all
land, waters and space under, on or above such part of the world), and
(c)
establishing, acquiring, conducting and carrying on any business
suitable,
necessary, useful or convenient in connection therewith, in order to
generate
monthly cash distributions to the Limited Partners during the term of
the
Partnership.
3.2 Investment Objectives and Policies.
The Equipment acquired by the Partnership shall be selected from
among
new, used and reconditioned (i) office and management information
systems,
graphic processing equipment, photocopying equipment and, communications
and
related peripheral equipment, (ii) printing equipment, (iii) materials
handling
equipment, (iv) machine tools and manufacturing equipment, (v)
medical
diagnostic and testing equipment, (vi) aircraft, rail, over-the-road and
marine
equipment and (vii) miscellaneous equipment of other types that meet
the
investment objectives of the Partnership and shall be leased to Lessees
under
Full-Payout Leases and Operating Leases. The Financing Transactions entered
into
by the Partnership shall be with Users that are Creditworthy and shall
be
evidenced by a written promissory note of such User evidencing the
irrevocable
obligation of such User to repay the principal amount thereof, together
with
interest thereon, in accordance with the terms thereof, which
repayment
obligation may be collateralized by a security interest in tangible
or
intangible personal property and in any lease or license of such
personal
property, as well as the revenues arising thereunder, or in such other assets
of
such User as the General Partner may deem to be appropriate. All funds held
by
the Partnership (including, without limitation, Subscription Monies released
to
the Partnership on any Closing Date) that are not invested in
Equipment,
Financing Transactions or Reserves shall be invested by the Partnership
in
Permitted Investments.
3.3 Powers.
In furtherance of the above purposes, the Partnership shall have
the
power:
(a) to acquire, invest in, purchase, own, hold, lease, release,
finance,
refinance, borrow, manage, maintain, operate, improve, upgrade,
modify,
exchange, assign, encumber, create security interests in, pledge, sell,
transfer
or otherwise dispose of, and in all respects otherwise deal in or
with,
Equipment and other tangible and intangible personal property of all kinds
in
any part of the world (including, without limitation, all land, waters and
space
under, on or above such part of the world);
(b) to invest substantially all Cash From Operations (other than
those
necessary to pay the expenses of the Partnership and to make First
Cash
Distributions) and Cash From Sales in additional Investments during
the
Reinvestment Period as provided in Section 8.1(a) hereof;
(c) to enter into joint ventures, partnerships and other
business,
financing and legal and beneficial ownership arrangements with respect
to
equipment and other tangible and intangible personal property and
financing
arrangements deemed prudent by the General Partner in order to
achieve
successful operations for the Partnership;
(d) to purchase and hold securities issued by any Person if, in
the
General Partner's opinion, the purchase is an advisable or necessary step in
the
acquisition and financing by the Partnership of Investments;
(e) to hold interests in property, both real and personal, tangible
and
intangible, including, without limitation, contract rights, lease rights,
debt
instruments and equity interests in corporations, partnerships (both limited
and
general and including, subject to the provisions of this Agreement,
Affiliated
Entities), joint ventures and other entities (including, but not limited
to,
common and preferred stock, debentures, bonds and other securities of every
kind
and nature); provided that the Partnership may make such Investments only
in
furtherance of its investment objectives and in accordance with its
investment
policies;
(f) subject to any applicable statutes and regulations, to lend and
borrow
money to further the purposes of the Partnership, to issue and accept
evidences
of indebtedness in respect thereof, and to secure the same by mortgages
or
pledges or grants of liens on, or other security interests in, Investments
of
the Partnership and accept such kinds and amounts of security for loans,
leases
and licenses it makes to others as the General Partner in its sole and
absolute
discretion shall deem appropriate; and
(g) to do all things, carry on any activities and enter into,
perform,
modify, supplement or terminate any contracts necessary to, connected with,
or
incidental to, or in furtherance of, the purposes of the Partnership, all
so
long as such things, activities and contracts may be lawfully done, carried
on
or entered into by the Partnership under the Delaware Act and the laws of
the
United States of America and under the terms of this Agreement.
4. TERM.
The term of the Partnership commenced upon the filing of the
Certificate
of Limited Partnership with the Secretary of State of the State of Delaware
on
May 23, 1995 and shall terminate at midnight on December 31, 2015, unless
sooner
dissolved or terminated as provided in Section 11 of this Agreement.
5. PARTNERS AND CAPITAL.
5.1 General Partner.
The General Partner has contributed $1,000, in cash, as its
Capital
Contribution to the Partnership.
The General Partner shall use its best efforts to maintain, at all
times
from and after the date of this Agreement through and including the
Termination
Date, a Net Worth that is at least sufficient for the Partnership to qualify,
in
the opinion of Tax Counsel to the Partnership, as a partnership for
federal
income tax purposes and to satisfy the net worth requirements for a
"sponsor"
under the NASAA Guidelines.
5.2 Original Limited Partner.
The Original Limited Partner has made a capital contribution of $1,000
to
the Partnership.
By his execution hereof, the Original Limited Partner hereby agrees
to
withdraw as Original Limited Partner, and the parties hereto agree to return
to
him his capital contribution of $1,000 and to retire his original
Partnership
Interest of ten (10) Units upon the Initial Closing Date and admission
of
additional Limited Partners.
5.3 Limited Partners.
(a) From and after the Initial Closing Date, there shall be one class
of
limited partners, the Interests of which shall consist of up to 1,000,000
Units
that shall initially be held by the Limited Partners.
(b) Any Person desiring to become a Limited Partner shall execute
and
deliver to the General Partner a subscription agreement, substantially in
the
form filed as an exhibit to the Prospectus, and such other documents as
the
General Partner shall reasonably request, which other documents shall be in
form
and substance reasonably satisfactory to the General Partner, pursuant to
which,
among other things, such Person shall, subject to acceptance of his
subscription
by the General Partner, agree to be bound by all terms and provisions of
this
Agreement. Units will be sold only to Persons (i) who represent that they
have
either (a) an annual gross income of at least $30,000 and a net worth of
at
least $30,000 or (b) a net worth of at least $75,000 or (ii) who satisfy
the
suitability standards applicable in the state of their residence or domicile,
if
more stringent than the standards described in clause (i) above.
(c) Each Limited Partner (other than Affiliated Limited Partners
and
Limited Partners entitled to Volume Discounts) shall make a
Capital
Contribution, in cash, in an amount equal to the Gross Unit Price to the
capital
of the Partnership for each Unit or fraction thereof purchased. Each
Affiliated
Limited Partner shall make a Capital Contribution, in cash, in an amount
equal
to the Net Unit Price for each Unit or fraction thereof purchased. Each
Limited
Partner entitled to a Volume Discount shall make a Capital Contribution,
in
cash, to the capital of the Partnership in an amount equal to the Gross
Unit
Price for each Unit or fraction thereof purchased less the amount of the
Volume
Discount.
(d) Limited Partners (except residents of certain States) must
purchase a
minimum of (i) twenty-five (25) whole Units other than (ii) IRA or
Qualified
Plans (including Keogh Plans) may purchase a minimum of ten (10) whole
Units.
Above such minimum purchase requirements, Limited Partners may subscribe
for
additional Units or fractions thereof equal to 1/10,000th of a Unit or
any
multiple thereof (unless prohibited by applicable law) at the Gross Unit
Price,
Net Unit Price or Gross Unit Price less Volume Discount, whichever shall
be
applicable.
(e) The General Partner and any Affiliate of the General Partner
shall
have the right to subscribe for Units for its own account for
investment
purposes only; provided that the aggregate number of Units purchased by
the
General Partner and such Affiliates collectively shall not exceed ten
(10%)
percent of all Units subscribed for by non-Affiliated Persons.
(f) No subscribers shall be admitted to the Partnership unless and
until
the Minimum Offering shall be achieved. Upon the determination by the
General
Partner that the Minimum Offering has been achieved, the General Partner
shall
set the Initial Closing Date. Following the Initial Closing Date, a Closing
may
be held on the last day of any Segment (or, if such day is not a business
day,
on the next preceding business day), provided that no Closing shall be
required
to be held on such last day of any Segment (or the next preceding business
day)
if the number of Units subscribed for but as to which the subscribers have
not
been admitted to the Partnership as Limited Partners as of such date
is
insufficient, in the sole and absolute discretion of the General Partner,
to
justify the administrative burden and expense of holding a Closing,
and
provided, further, that the Final Closing Date may, in the sole and
absolute
discretion of the General Partner, be held on a day other than the last day
of a
Segment, and shall be held as promptly as practicable after the
Termination
Date. As promptly as is practicable following the admission of each
subscriber
as Limited Partner, the General Partner shall send notice to such
Limited
Partner in confirmation thereof.
(g) Subscriptions for Units shall promptly be accepted or rejected by
the
General Partner after their receipt by the Partnership (but in any event
not
later than 30 days thereafter) and a confirmation of receipt thereof sent by
the
General Partner. The General Partner retains the unconditional right to
refuse
to admit any subscriber as a Limited Partner.
(h) Each Subscriber shall be admitted to the Partnership as a
Limited
Partner, and shall for all purposes of this Agreement become and be treated
as a
Limited Partner, as of the first day immediately following the Closing Date
as
of which such Subscribers is admitted to the Partnership or the Final
Closing
Date or as of the first day of the Segment immediately following any
subsequent
Closing Date (other than the Final Closing Date), as the case may be,
next
following the acceptance of their subscriptions by the General Partner and
the
receipt by the General Partner of all Subscription Monies payable in
connection
therewith. Any subscriber who is a resident of the Commonwealth of
Massachusetts
and who has been admitted as a Limited Partner of the Partnership within
five
(5) business days following the date he or she receives a copy of the
Prospectus
(as evidenced by his or her signature on the Subscription Agreement
or a
separate receipt for the Prospectus) may, by giving written notice to
the
General Partner or Dealer-Manager within such five (5) day period, rescind
his
or her subscription and shall receive a prompt refund of his or her
subscription
plus simple interest at 8% per annum from the date such subscription
was
received by the Partnership until returned to such subscriber
less
distributions, if any, made to such subscriber from the Escrow Account and
the
Partnership.
(i) The name and address of each Limited Partner and the amount of
the
Capital Contribution made by such Limited Partner are set forth on
Schedule A
hereto, as such may be supplemented or amended from time to time.
Promptly
following each Closing Date (and, in any event, within 5 business
days
thereafter), the General Partner shall amend Schedule A to this Agreement
to
reflect the name, address and Capital Contribution of each Limited
Partner
admitted to the Partnership as a result of such Closing; provided that
any
failure so to amend such Schedule A following any Closing Date shall not in
any
way affect the admission of any Limited Partner to the Partnership for
all
purposes of this Agreement if such Limited Partner was duly and
properly
admitted to the Partnership as a result of such Closing.
(j) From the date hereof to, but not including, the Initial Closing
Date,
all funds in respect of Units for which subscriptions have been
received
("Subscription Monies") shall be deposited in the Escrow Account. From and
after
the Initial Closing Date, all Subscription Monies shall be held by
the
Partnership in a Qualified Subscription Account until the release thereof on
the
applicable Closing Date. Both the Escrow Account and any Qualified
Subscription
Account shall be established by the General Partner for the sole purpose
of
holding and investing Subscription Monies pending admission of subscribers
to
the Partnership as Limited Partners.
(k) On the Initial Closing Date or any subsequent Closing Date,
whichever
may be applicable, all Subscription Monies then held in the Escrow Account
or
any Qualified Subscription Account, as the case may be, with respect to
Units
purchased by any Limited Partner admitted to the Partnership as a result of
such
Closing, together with any interest earned thereon, shall be released to
the
Partnership. Any interest earned on such Subscription Monies prior to
such
release shall be paid to such Limited Partner promptly after such Closing
Date.
If the number of Units subscribed for are not sufficient to constitute
the
Minimum Offering, all Subscription Monies deposited by any subscriber shall
be
returned, together with any interest earned thereon and without deduction
for
any Front-End Fees, to such subscriber. Furthermore, any Subscription
Monies
deposited by any subscriber who is not accepted by the General Partner to
become
a Limited Partner shall be promptly returned, together with any interest
earned
thereon and without deduction for any Front-End Fees, to such subscriber. In
no
event shall any Subscription Monies be held in the Escrow Account or a
Qualified
Subscription Account for more than one year beyond the Effective Date
before
either being released to the Partnership upon a Closing or returned to
the
subscriber.
5.4 Partnership Capital.
(a) No Partner shall be paid interest on any Capital Contribution
(except
any interest earned on Subscription Monies as provided in Section 5.3(k).
(b) Except as provided in Section 10.5 and except that the 10
Units
purchased by the Original Limited Partner shall be redeemed at par on
the
Initial Closing Date as provided in Section 5.2, the Partnership shall
not
redeem or repurchase any Unit. No Partner shall have the right to withdraw
or
receive any return of such Partner's Capital Contribution, except
as
specifically provided in this Agreement, and no Capital Contribution may
be
returned to any Partner in the form of property other than cash.
(c) Except as otherwise specifically provided herein, no Limited
Partner
shall have priority over any other Limited Partner either as to (i) the
return
of such Limited Partner's Capital Contribution or Capital Account, (ii)
such
Limited Partner's share of Profits and Losses or (iii) such Limited
Partner's
share of distributions of Cash From Operations and Cash From Sales.
(d) Neither the General Partner nor any Affiliate of the General
Partner
shall have any personal liability for the repayment of the Capital
Contribution
of any Limited Partner except, and solely to the extent, provided in
Section
6.3, Section 9.3(a) and Section 11.2(a)(iii), above.
5.5 Capital Accounts.
(a) A separate Capital Account shall be established and maintained for
the
General Partner and for each Limited Partner.
(b) The Capital Account of the General Partner initially shall
be $1,000.
(c) The Capital Account of each Limited Partner initially shall be
the
amount of such Limited Partner's Capital Contribution.
(d) The Capital Account of each Partner shall be increased by (i)
the
amount of any additional money contributed by such Partner to the
Partnership,
(ii) the fair market value of any property contributed by such Partner to
the
Partnership (net of liabilities secured by such contributed property that
the
Partnership is considered to assume or take subject to under Code Section
752)
and (iii) allocations to such Partner of Partnership Profits (or items
thereof),
and items of income and gain specially allocated pursuant to Section
8.2(f)
hereof. The Capital Account of each Partner shall be decreased by (i) the
amount
of money distributed to or on behalf of such Partner by the Partnership,
(ii)
the fair market value of any property distributed to or on behalf of
such
Partner by the Partnership (net of liabilities secured by such
distributed
property that such Partner is considered to assume or take subject to under
Code
Section 752), and (iii) allocations to such Partner of Partnership Losses
(or
items thereof) and items of loss and deduction specially allocated pursuant
to
Section 8.2(f) hereof.
(e) For purposes of this Agreement, a Partner who has more than
one
Interest in the Partnership shall have a single Capital Account that
reflects
all such Interests, regardless of the class of Interests owned by such
Partner
(e.g., general or limited) and regardless of the time or manner in which
such
Interests were acquired.
(f) If an Interest is sold or otherwise transferred, the Capital
Account
of the transferor with respect to such Interest shall carry over to
the
transferee in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(l).
However,
if the transfer causes a termination of the Partnership under Code
Section
708(b)(1)(B), the Capital Account that carries over to the transferee will
be
adjusted in accordance with the constructive liquidation and
reconstitution
rules under Treas. Reg. Section 1.708-1.
(g) For any taxable year in which the Partnership has a Code
section 754 election in effect, the Capital Accounts shall be
maintained in accordance with Treas. Reg. Section 1.704-1(b)(2)(iv)(m).
(h) Upon the occurrence of the events specified in Treas. Reg.
Section 1.704-1(b)(2)(iv)(f)5, the Partners' Capital Accounts shall be
adjusted and thereafter maintained to reflect the revaluation of
Partnership assets on the books of the Partnership in accordance with
such Treasury Regulation and Treas. Reg. Sections 1.704-1(b)(2)(iv)(f)
through (h).
(i) Notwithstanding anything herein to the contrary, the Partners'
Capital
Accounts shall at all times be maintained in the manner required by Treas.
Reg.
Section 1.704-1(b)(2)(iv), and any questions or ambiguities arising
hereunder
shall be resolved by reference to such Treasury Regulations. Further,
such
Treasury Regulations shall govern the maintenance of the Capital Accounts to
the
extent this Agreement is silent as to the treatment of a particular item. In
the
event Treas. Reg. Section 1.704-1(b)(2)(iv) shall fail to provide guidance as
to
how adjustments to the Capital Accounts should be made to reflect
particular
adjustments to Partnership capital on the books of the Partnership, such
Capital
Account adjustments shall be made in a manner that is consistent with
the
underlying economic arrangement of the Partners and is based
wherever
practicable, on federal tax accounting principles.
5.6 Additional Capital
Contributions.
(a) The General Partner shall not be required to make any
Capital
Contributions in addition to its initial $1,000 Capital Contribution
except
pursuant to and in accordance with Section 11.2(a)(iii) of this Agreement.
(b) No Limited Partner shall be required to make any Capital
Contribution
in addition to the initial price paid for such Limited Partner's Units
pursuant
to the Offering.
5.7 Loans by Partners.
Except as provided in Section 11.2(a)(iii), no loan by any Partner or
any
Affiliate of any Partner to the Partnership (including, without limitation,
any
Partnership Loan) shall constitute a Capital Contribution to the Partnership
or
increase the Capital Account balance of any Partner, but shall be treated,
for
all purposes, as indebtedness of the Partnership payable or collectible only
out
of the assets of the Partnership in accordance with the terms and
conditions
upon which such loan was made.
5.8 No Right to Return of Capital.
No Partner shall be entitled to demand or receive any distribution of
or
with respect to such Partner's Capital Contribution or Capital Account,
except
as specifically provided under this Agreement.
6. GENERAL PARTNER.
6.1 Extent of Powers and Duties.
(a) General.
Except as expressly limited by the provisions of this Agreement,
the
General Partner shall have complete and exclusive discretion in the
management
and control of the affairs and business of the Partnership and shall
be
authorized to employ all powers necessary, convenient or appropriate to
carry
out the purposes, conduct the business and exercise the powers of
the
Partnership. Without limiting the generality of the foregoing, the
General
Partner shall provide such asset management personnel and services as
the
General Partner, in its sole and absolute discretion, may deem necessary
or
appropriate to conduct the business activities of the Partnership and
the
day-to-day management of its assets, including, but not limited to,
leasing,
licensing, re-leasing and re-licensing the Equipment, monitoring the use
of
collateral for the Leases and Financing Transactions, arranging for
necessary
licensing, registration, maintenance and repair of the Equipment (to the
extent
Lessees or Users are not contractually obligated to do so and the
General
Partner expressly assumes such duties), collecting revenues, paying
Operating
Expenses, determining that the Equipment is used in accordance with
all
operative contractual arrangements and providing clerical and
bookkeeping
services necessary to provide tax, financial and regulatory reporting to
the
Limited Partners and for the operations of the Partnership. The General
Partner
may employ on behalf of the Partnership, to the extent that it, in its
sole
judgment shall deem advisable, managerial, sales, maintenance, administrative
or
secretarial personnel, agents and other Persons, including any of
its
Affiliates, which it determines are necessary for the maintenance of any of
the
Partnership's property, and/or the operation of the business of the
Partnership,
may engage and retain attorneys, accountants or brokers to the extent that,
in
the judgment of the General Partner, their professional services are
required
during the term of the Partnership, as well as employ the services of
its
Affiliates to assist the General Partner in its managerial duties, and
may
compensate all such Persons from the assets of the Partnership at rates
which
it, in its sole judgment, deems fair and reasonable; provided that (i)
the
compensation, price or fee payable to any of its Affiliates shall not exceed
an
amount which is comparable and competitive with the compensation, price or
fee
which would be charged by non-Affiliates to render comparable services
which
could reasonably be made available to the Partnership upon comparable
terms;
(ii) all services for which the Sponsor is to receive compensation from
the
Partnership (other than as provided in Section 6.4 hereof) shall be embodied
in
a written contract which (A) precisely describes the services to be rendered
and
all compensation to be paid therefor and (B) is terminable by either
party
without penalty on 60 days notice; (iii) the compensation, price and fees
and
other terms of any such contract shall be fully disclosed in the prospectus
as
the Effective Date; and (iv) the Sponsor must, at the time such services are
to
be rendered, be engaged in the business of providing such services
to
non-Affiliates and derive at least 75% of its gross revenues for such
services
therefrom. Any such contract may only be amended in a manner which is
either
more favorable to the Sponsor or less favorable to the Partnership by the
vote
or consent of a Majority Interest of the Limited Partners. Except as
otherwise
provided in this Agreement, the General Partner shall possess and enjoy
with
respect to the Partnership all of the rights and powers of a partner
of a
partnership without limited partners to the extent permitted by Delaware law.
(b) Powers and Duties.
(i) General Powers and Duties. The General Partner shall
diligently
and faithfully exercise its discretion to the best of its ability and
use
its best efforts during so much of its time as the General Partner, in
its
sole and absolute discretion, may deem to be necessary or appropriate
to
carry out the purposes and conduct the business of the Partnership
in
accordance with this Agreement and in the best interests of
the
Partnership and so as, consistent therewith, to protect the interests
of
the Limited Partners. The General Partner shall have responsibility
as a
fiduciary for the safekeeping and use of all funds and assets of
the
Partnership, whether or not in its immediate possession or control,
and
shall not employ, or permit any other Person to employ, such funds
or
assets in any manner other than as permitted by this
Agreement.
Notwithstanding anything to the contrary herein stated or implied,
the
Limited Partners may not contract away the fiduciary duty owed to
such
Limited Partners by the Sponsor under common law. The General
Partner
shall be responsible and shall use its best efforts and
exercise
discretion to the best of its ability: (A) to acquire, invest
in,
purchase, own, hold, lease, license, re-lease, re-license,
finance,
refinance, borrow, manage, maintain, operate, improve, upgrade,
modify,
exchange, assign, encumber, create security interests in, pledge,
sell,
transfer or otherwise dispose of, and in all respects otherwise deal in
or
with, Equipment and Financing Transactions (except as limited by
Section
11.1) and to contract with others to do the same on behalf of
the
Partnership; (B) to select and supervise the activities of any
equipment
management agents for the Partnership; (C) to assure the
proper
application of revenues of the Partnership; (D) to maintain proper
books
of account for the Partnership and to prepare reports of operations
and
tax returns required to be furnished to (1) the Partners pursuant to
this
Agreement or (2) taxing bodies or other governmental agencies
in
accordance with applicable laws and regulations; (E) to employ
the
Dealer-Manager to select Selling Dealers to offer and sell Units; and
(F)
to assure the doing of all other things necessary, convenient or
advisable
in connection with the supervision of the affairs, business and assets
of
the Partnership. In establishing criteria for the resolution of
conflicts
of interest between the Partnership, on the one hand, and the
General
Partner or any Affiliate of the General Partner, on the other hand,
the
General Partner shall not abdicate or ignore its fiduciary duty to
the
Partnership.
(ii) Amplification of Powers. In amplification, and not by way
of
limitation, of the powers of the General Partner expressed herein,
the
General Partner shall have, subject to the provisions of this
Agreement,
full power and authority, as herein provided or as provided in
the
Delaware Act, on behalf of the Partnership, in order to carry out
and
accomplish its purposes and functions: (A) to expend Partnership
capital
and income; (B) to purchase, lease, license, sell, exchange,
improve,
divide, combine and otherwise in all respects transact business
with
respect to interests in real and personal property of any and all
kinds
whatsoever, both tangible and intangible, including, without
limitation,
equipment, contract rights, lease rights, debt instruments and
equity
interests in corporations, partnerships (both limited and general
and
including, subject to the provisions of this Agreement,
Affiliated
Entities), joint ventures and other entities (including, but not
limited
to, common and preferred stock, debentures, bonds and other securities
of
every kind and nature), and, in connection therewith, to execute,
deliver,
amend, modify and cancel documents and instruments relating to real
and
personal property of whatever kind and description, including, but
not
limited to, mortgages, leases and other documents of title or
conveyance,
assumption agreements pertaining to such agreements, powers of
attorney
and other contracts, instruments and agreements of all kinds and to
employ
engineers, contractors, attorneys, accountants, brokers, appraisers,
and
such other consultants, advisors, artisans and workmen as may be
necessary
or advisable, in the sole and absolute discretion of the General
Partner,
for all such purposes; (C) to invest any and all funds held by
the
Partnership in accordance with the provisions of clause (x) of
this
Section 6.1(b) of this Agreement; (D) to designate depositories of
the
Partnership's funds, and the terms and conditions of such deposits
and
drawings thereon; (E) to borrow money or otherwise to procure
extensions
of credit for the Partnership (except that neither the Partnership nor
the
Sponsor shall borrow money solely for the purpose of making First
Cash
Distributions which the Partnership would otherwise be unable to
make)
and, in connection therewith, to execute, seal, acknowledge and
deliver
agreements, promissory notes, guarantees and other written
documents
constituting obligations or evidences of indebtedness and to
pledge,
hypothecate, mortgage, assign, transfer or convey mortgages or
security
interests in the Equipment and other assets of the Partnership as
security
therefor; (F) to hold all or any portion of the Investments and
other
assets of the Partnership in the name of one or more trustees,
nominees,
or other entities or agents of or for the Partnership; (G) to
establish
Reserves in accordance with clause (vii) of this Section 6.1(b); and
(H)
to take all such actions and execute all such documents and
other
instruments as the General Partner may deem necessary, convenient
or
advisable to accomplish or further the purposes of the Partnership or
to
protect and preserve Partnership assets to the same extent as if
the
General Partner were itself the owner thereof.
(iii) Admission of Limited Partners. The General Partner shall
have
the right to accept or refuse to accept, in its sole and
absolute
discretion, the admission of any Limited Partner (including any
Substitute
Limited Partner and the General Partner and any Affiliate of the
General
Partner) to the Partnership; provided, however, that the General
Partner
shall not admit any Person as a Limited Partner (except the
Original
Limited Partner) unless:
(A) such Person shall agree, in writing, to be bound by the
provisions of this Agreement;
(B) such Person shall represent, in writing, that such Person is
or
is not a United States Person, as the case may be;
(C) prior to the admission of such Person, the Minimum
Offering shall have been achieved;
(D) the General Partner shall believe that such Person is
"suitable"
in all respects under the laws of the state in which such
Person
resides;
(E) the General Partner shall have no reason to believe that
the
admission of such Person to the Partnership (1) would cause
the
Partnership to lose its Partnership status for federal income
tax
purposes, (2) would disqualify the Partnership to engage or
to
continue to engage in any business which it is otherwise eligible
to
transact or (3) would cause an impermissible percentage of Units
to
be owned by non-United States citizens for purposes of any
applicable
title registration law; and
(F) such admission would not cause the "equity
participation" in the Partnership by "benefit plan
investors" (both within the meaning of DOL Reg. Section
2510.3-101(f)) to equal or exceed 25%.
In connection with such right, the General Partner shall have
the
authority to do all things necessary or advisable, in the sole
and
absolute discretion of the General Partner, to effect the admission of
the
Limited Partners, including, but not limited to, (x) registering the
Units
under the Securities Act and (y) effecting the qualification of,
or
obtaining exemptions from the qualification of, the Units for sale
with
state securities regulatory authorities.
(iv) Authority To Enter into Dealer-Manager Agreement. The
General
Partner shall have the authority to enter into, on behalf of
the
Partnership, the Dealer-Manager Agreement, substantially in the form
filed
as an exhibit to the Registration Statement, with the Dealer-Manager.
(v) Authority to Enter into Selling Dealer Agreements. The
General
Partner shall have the authority to enter into, on behalf of
the
Partnership, or to authorize the Dealer-Manager so to enter into,
separate
selling dealer agreements, each substantially in the form filed as
an
exhibit to the Registration Statement (the "Selling Dealer Agreements"
and
each a "Selling Dealer Agreement"), with NASD-member broker
dealers
selected by the General Partner or the Dealer-Manager (the
"Selling
Dealers" and each a "Selling Dealer").
(vi) Authority to Enter Into Escrow Agreement. The General
Partner
shall have the authority to enter into, on behalf of the Partnership,
the
Escrow Agreement, substantially in the form filed as an exhibit to
the
Registration Statement, with the Escrow Agent, pursuant to which,
among
other things, the Escrow Agent shall agree to act as the Escrow Agent
with
respect to all Subscription Monies received prior to the Initial
Closing
Date and the Escrow Agent shall be entitled to receive for its services
in
such capacity such compensation as the General Partner may deem
reasonable
under the circumstances, which compensation shall be deemed to be
and
shall constitute an Organization and Offering Expense payable by
the
General Partner.
(vii) Reserves. The General Partner shall initially establish for
the
Partnership, and shall use its best efforts to maintain, Reserves,
of
which an amount not in excess of 3% of Gross Offering Proceeds may
be
treated as having been invested or committed to investment for purposes
of
Section 8.6 of this Agreement. Reserves, once expended, need not
be
restored, provided, however, that any such Reserves that are restored
in
the sole and absolute discretion of the General Partner shall be
restored
from Cash From Operations.
(viii) Insurance. The General Partner shall cause the Partnership
to
purchase and maintain such insurance policies as the General Partner
deems
reasonably necessary to protect the interests of the Partnership (to
the
extent that such policies are not maintained by Lessees, Users or
other
Persons for the benefit of the Partnership). The General Partner
is
authorized, on behalf of the Partnership, to purchase and pay the
premiums
for such types of insurance, including, without limitation,
extended
coverage liability and casualty and workers' compensation, as would
be
customary for any Person owning comparable property and engaged
in a
similar business, and the General Partner and any Affiliate of the
General
Partner and their respective employees and agents may be named
as
additional insured parties thereunder, provided the cost of
premiums
payable by the Partnership is not increased thereby. Notwithstanding
the
foregoing, the Partnership shall not incur or assume the cost of
any
portion of any insurance which insures any party against any liability
the
indemnification of which is prohibited by Section 6.3 of this Agreement.
(ix) Commission Loans. The General Partner may incur Indebtedness
on
behalf of the Partnership in an amount up to the total Sales
Commissions
payable (up to 8% of the Gross Offering Proceeds) for the purpose
of
permitting the Partnership to acquire additional Investments
following
each Closing, the cost of any such indebtedness shall be payable as
an
operating expense of the Partnership.
(x) Reinvestment. During the Reinvestment Period, the Partnership
may
reinvest all or a substantial portion of its Cash From Operations and
Cash
From Sales in additional Investments in furtherance of, and
consistent
with, the Partnership's purposes and investment objectives set forth
in
Sections 3.1 and 3.2.
(c) Delegation of Powers.
Except as otherwise provided under this Agreement or by law, the
General
Partner may, in its sole and absolute discretion, delegate all or any of
its
duties under this Agreement to, and may elect, employ, contract or deal
with,
any Person (including, without limitation, any Affiliate of the
General
Partner).
(d) Reliance by Third Parties.
No Person dealing with the Partnership or its assets, whether as
assignee,
lessee, licensee, purchaser, mortgagee, grantee or otherwise, shall be
required
to investigate the authority of the General Partner in selling,
assigning,
leasing, licensing, mortgaging, conveying or otherwise dealing with
any
Investments or other assets or any part thereof, nor shall any such
assignee,
lessee, purchaser, licensee, mortgagee, grantee or other Person entering
into a
contract with the Partnership be required to inquire as to whether the
approval
of the Partners for any such assignment, lease, license, sale,
mortgage,
transfer or other transaction has been first obtained. Any such Person shall
be
conclusively protected in relying upon a certificate of authority or of
any
other material fact signed by the General Partner, or in accepting
any
instrument signed by the General Partner in the name and behalf of
the
Partnership or the General Partner.
6.2 Limitations on the Exercise of Powers of General Partner.
The General Partner shall have no power to take any action prohibited
by
this Agreement or by the Delaware Act. Furthermore, the General Partner shall
be
subject to the following in the administration of the Partnership's business
and
affairs:
(a) Limitations on Indebtedness.
From and after the date when all Capital Contributions have been
invested
or committed to investment in Investments and Reserves (not exceeding 3%
of
Gross Offering Proceeds), used to pay permitted Front-End Fees or returned
to
the Limited Partners (as provided in Section 8.7, below), the Partnership
shall
not incur or assume additional Indebtedness in connection with the
acquisition
of any Investment to the extent that the sum of (i) the principal amount of
any
such additional Indebtedness plus (ii) the aggregate principal amount of
all
Indebtedness then outstanding would exceed 80% of the aggregate Purchase
Price
paid by the Partnership for Investments then held by the Partnership
(inclusive
of any Investment then being acquired).
(b) Investment Company Status.
The General Partner shall use its best efforts to assure that
the
Partnership shall not be deemed an "investment company" as such term is
defined
in the Investment Company Act of 1940, as amended.
(c) Sales and Leases of Equipment From or to the General Partner
and its Affiliates.
The Partnership shall neither purchase, lease or license Investments
from,
nor sell, lease or license Investments to, the General Partner or any
Affiliate
of the General Partner (including, without limitation, any Program in which
the
General Partner or any such Affiliate has an interest) except as provided
in
this Section. The Sponsor shall not purchase any equipment or
Financing
Transactions from the Partnership or any affiliated program which it
has
sponsored (whether held by them on an interim basis or
otherwise.
Notwithstanding the first sentence of this Section (c), the Partnership
may
purchase Affiliated Investments if:
(i) the General Partner determines that the making of such
Affiliated Investment is in the best interests of the Partnership;
(ii) such Investment is purchased by the Partnership at a
Purchase
Price which does not exceed the sum of (A) the net cost to the
General
Partner or such Affiliate of acquiring and holding same (adjusted for
any
income received and expenses paid or incurred while holding same) plus
(B)
any compensation to which the General Partner and any Affiliate of
the
General Partner is otherwise entitled pursuant to this Agreement;
(iii) there is no difference in the interest terms of
the
Indebtedness secured by the Investment at the time it is acquired by
the
General Partner or such Affiliate and the time it is acquired by
the
Partnership;
(iv) neither the General Partner nor any Affiliate of the
General
Partner realizes any gain, or receives any other benefit, other
than
compensation for its services, if any, permitted by this Agreement,
as a
result of the Partnership making such Affiliated Investment; and
(v) at the time of transfer thereof to the Partnership, the
General
Partner or such Affiliate had held such Affiliated Investment on
an
interim basis (generally not longer than six months) for the purposes
of
(A) facilitating the acquisition of such Investment by the
Partnership,
(B) borrowing money or obtaining financing for the Partnership or (C)
any
other lawful purpose related to the business of the Partnership.
(d) Loans to or from the General Partner and its Affiliates.
No loans may be made by the Partnership to the General Partner or
any
Affiliate of the General Partner. The General Partner or any Affiliate of
the
General Partner, however, may, from time to time, loan or advance funds to
the
Partnership (each such loan or advance being hereinafter called a
"Partnership
Loan") in accordance with this Section 6.2(d). The terms of any Partnership
Loan
permitted to be made hereunder shall include the following:
(i) any interest payable by the Partnership in connection with
such
Partnership Loan shall be charged at an annual rate of interest not
in
excess of the lesser of the following: (A) the rate of interest payable
by
the General Partner or such Affiliate in connection with such
borrowing
(in the event that the General Partner or any Affiliate shall borrow
money
for the specific purpose of making such Partnership Loan), (B) the rate
of
interest that would be charged to the Partnership (without reference
to
the General Partner's or such Affiliate's financial abilities
or
guarantees) by unrelated lending institutions on a comparable loan for
the
same purpose in the same geographic area (if neither the General
Partner
nor any such Affiliate has borrowed money to make such Partnership
Loan)
or (C) a rate of interest equal to the rate of interest from time to
time
announced by The Chase Manhattan Bank (National Association) at
its
principal lending offices in New York, New York as its prime lending
rate
plus 3% per annum;
(ii) all payments of principal and interest on such Partnership
Loan
shall be due and payable within twelve months after the date on which
such
Partnership Loan is made; and
(iii) neither the General Partner nor any such Affiliate may
receive
points or other financial charges or fees in any amount in respect of
such
Partnership Loan (except that the General Partner or such Affiliate may
be
reimbursed, dollar for dollar, for the actual reasonable
out-of-pocket
expenses (including, without limitation, any points or other
financial
charges or fees) incurred by it in connection with the making of
such
Partnership Loan), provided that nothing in this clause (iii)
shall
prohibit any increase in Acquisition Fees and Management Fees
otherwise
payable to the General Partner or such Affiliate in accordance with
this
Agreement, notwithstanding that such increase may be an indirect result
of
the making of such Partnership Loan.
If the General Partner or any Affiliate of the General Partner
purchases
Equipment in its own name and with its own funds in order to
facilitate
ultimate purchase by the Partnership, the General Partner or
such
Affiliate, as the case may be, shall be deemed to have made a
Partnership
Loan in an amount equal to the purchase price paid for such Equipment
and
shall be entitled to receive interest on such amount in accordance
with
clause (i) above. Any advances made by the General Partner or
any
Affiliate of the General Partner for the purpose of paying
Organizational
and Offering Expenses shall not constitute a Partnership Loan, but
shall
be reimbursed to the General Partner or such Affiliate (to the
extent
possible) from the O & O Expense Allowance without interest thereon
in
accordance with, and to the extent provided in, Section 6.4(e) of
this
Agreement.
(e) No Exchange of Interests for Investments.
The Partnership shall not acquire any Investments in exchange
for
Interests in the Partnership.
(f) Joint Venture Investments.
The Partnership may make Investments in Joint Ventures, provided that:
(i) at the time any such Investment in a Joint Venture is made,
the
maximum amount of Gross Offering Proceeds which the Partnership may
so
invest shall equal an amount equal to the smallest of 25% of (A)
the
Maximum Offering, (B) the sum of (1) the cumulative Gross
Offering
Proceeds raised as of the Closing Date next preceding such investment
and
(2) the Gross Offering Proceeds which the General Partner
reasonably
estimates the Partnership to raise from such Closing Date to
the
Termination Date) or (C) the cumulative Gross Offering Proceeds
actually
raised as of the Termination Date; and
(ii) the General Partner shall have determined that:
(A) such Investment is in the best interests of the
Partnership; and
(B) such Investment shall not result in duplicate fees to
the
General Partner or any Affiliate of the General Partner;
(iii) in the case of any Joint Venture with any
non-Affiliated
Person, the Partnership must acquire a controlling interest in such
Joint
Venture and the non-Affiliate must acquire the non-controlling
interest
therein and such Joint Venture must own and lease specific
Equipment
and/or invest in one or more specific Financing Transactions; and
(iv) in the case of any Joint Venture with any Program sponsored
by
the General Partner or any Affiliate of the General Partner, all of
the
following conditions are met:
(A) all Programs, including the Partnership, participating
in
such Joint Venture shall have substantially identical
investment
objectives and shall participate in such Joint Venture
on
substantially the same terms and conditions;
(B) the compensation payable by the Partnership to the
General
Partner or any Affiliate of the General Partner by
the
Partnership and by each other Program sponsored by any of
them
in connection with such Joint Venture shall be
substantially
identical;
(C) the Partnership shall have a right of first refusal
with
respect to the purchase of any equipment or other tangible
or
intangible personal property or financing transactions held
by
such Joint Venture; and
(D) the purpose of such Joint Venture shall be either (1)
to
effect appropriate diversification for the Partnership and
the
other Programs participating in such Joint Venture or (2)
to
relieve the Sponsor or one or more Programs sponsored by it
of
the obligation to acquire, or to acquire from any of
them,
equipment or other tangible or intangible personal property
or
financing transactions at any time subject to a
purchase
commitment entered into pursuant to Section 6.2(c) of
this
Agreement.
Subject to the other provisions of this Agreement, the Partnership
may
employ, or transact business with, any Person, notwithstanding the
fact
that any Partner or any Affiliate thereof may have (or have had)
an
interest in or connection with such Person and provided that neither
the
Partnership nor the other Partners shall have any rights by virtue of
this
Agreement in or to any income or profits derived therefrom.
(g) Exchange, Merger, Roll-Up or Consolidation of the
Partnership Prohibited.
The Partnership shall not (i) be a party to any exchange offer,
merger,
Roll-Up or similar combination with any other legal entity (including
any
Roll-Up Entity) or (ii) reorganize itself if such reorganization would have
the
effect of an exchange offer, merger, Roll-Up or similar combination. Neither
the
Partnership nor the General Partner shall solicit, or engage or
compensate
members, or persons associated with members, of the NASD to solicit,
proxies
from any Limited Partners authorizing any exchange offer, merger, Roll-Up
or
similar combination or any such reorganization. The General Partner is
not
authorized to take any action inconsistent herewith.
(h) No Exclusive Listings.
No exclusive listing for the sale of Equipment or other Investments, or
of
any other Partnership assets, shall be granted to the General Partner or
any
Affiliate of the General Partner.
(i) Other Transactions Involving the General Partner and its
Affiliates.
Except as specifically permitted by this Agreement, the General Partner
is
prohibited from entering into any agreements, contracts or arrangements
on
behalf of the Partnership with the General Partner or any Affiliate of
the
General Partner. Furthermore, neither the General Partner nor any such
Affiliate
shall receive directly or indirectly a commission or fee (except as permitted
by
Section 6.4) in connection with the reinvestment of Cash From Sales and
Cash
From Operations (including casualty insurance proceeds) in new Investments.
In
addition, in connection with any agreement entered into by the Partnership
with
the General Partner or any such Affiliate, no rebates or "give-ups" may
be
received by the General Partner or any such Affiliate, nor may the
General
Partner or any such Affiliate participate in any reciprocal
business
arrangements that could have the effect of circumventing any of the
provisions
of this Agreement. Neither the General Partner nor any Affiliate shall,
directly
or indirectly, pay or award any commissions or other compensation to any
Person
engaged by a potential investor as an investment advisor as an inducement
to
such Person to advise such potential investor of interests in a
particular
Program; provided, however, that this Section 6.2(i) shall not prohibit
the
payment to any such Person of the Underwriting Fees and Sales
Commissions
otherwise in accordance with the terms of this Agreement.
(j) Sale of All or Substantially All Assets; Dissolution.
During the Reinvestment Period, the General Partner may not dissolve
the
Partnership or sell or otherwise dispose of all or substantially all of
the
assets of the Partnership without the Consent of the Majority Interest.
(k) No Investments in Limited Partnership Interests of other Programs.
The
Partnership shall not invest in limited partnership interests of any
other
Program; provided, however, that nothing herein shall preclude the
Partnership
from making investments in Joint Ventures, to the extent and in the
manner
provided in this Section.
6.3 Limitation on Liability of General Partner and its
Affiliates; Indemnification6.3 Limitation on Liability of General
Partner and its Affiliates; Indemnification.
(a) The General Partner, and any Affiliate engaged in the performance
of
services on behalf of the Partnership (hereinafter sometimes referred to as
an
"Indemnitee"), shall, except as provided to the contrary in this Section
6.3,
(i) be indemnified by the Partnership from assets of the Partnership (and not
by
the Limited Partners) for any liability, loss, cost and expense of
litigation
(collectively referred to herein as "Liabilities") suffered by such
Indemnitee,
and (ii) have no liability, responsibility, or accountability in damages
or
otherwise to the Partnership or any Partner for any loss suffered by
the
Partnership or any Partner, which arises out of any action or inaction of
such
Indemnitee if (A) the General Partner has determined, in good faith, that
such
course of conduct was in the best interests of the Partnership and (B)
such
course of conduct did not constitute negligence or misconduct by
such
Indemnitee. Notwithstanding the foregoing, each Indemnitee shall be
liable,
responsible and accountable, and the Partnership shall not be liable to any
such
Indemnitee for any portion of such Liabilities, which resulted from
such
Indemnitee's own fraud, negligence, misconduct or, if applicable, breach
of
fiduciary duty to the Partnership or any Partner, as determined by a court
of
competent jurisdiction. Subject to Section 6.3(c) hereof, if any action,
suit,
or proceeding shall be pending against the Partnership or an Indemnitee which
is
alleged to relate to, or arise out of, any action or inaction of the
General
Partner or any Affiliate, the Partnership shall have the right to employ, at
the
expense of the Partnership, separate counsel of its choice in such action,
suit,
or proceeding.
Any amounts payable by the Partnership to an Indemnitee pursuant to
this
Section 6.3 shall be recoverable only out of the assets of the Partnership
and
no Limited Partner shall have any personal liability on account thereof.
The
Partnership shall not incur or assume the cost of that portion of
liability
insurance which insures the General Partner or any Affiliate for any
liability
as to which the General Partner or such Affiliate is prohibited from
being
indemnified pursuant to this Section 6.3.
(b) The Partnership shall not furnish indemnification to an Indemnitee
or
to any person acting as a Selling Dealer for any Liabilities imposed
by a
judgment in a suit arising from or out of a violation of federal or
state
securities laws unless (i)(A) there has been a successful adjudication on
the
merits in favor of such Indemnitee or Selling Dealer on each count
involving
alleged securities laws violations by such Indemnitee or Selling Dealer,
(B)
such claims have been dismissed with prejudice on the merits by a court
of
competent jurisdiction or (C) a court of competent jurisdiction shall
have
approved a settlement of the claims against the Indemnitee and
indemnification
in respect of the costs thereof, and (ii) the court shall have been advised
by
the General Partner as to the current position of the Securities and
Exchange
Commission, the Securities Divisions of the Commonwealths of Massachusetts
and
Pennsylvania, the States of Missouri and Tennessee and any other
relevant
regulatory body with respect to the issue of indemnification for securities
law
violations.
(c) The provision of advances from Partnership funds to an Indemnitee
for
legal expenses and other costs incurred as a result of any legal
action
initiated against an Indemnitee by a Limited Partner of the Partnership in
his
capacity as such is prohibited. However, the provision of advances
from
Partnership funds to an Indemnitee for legal expenditures and other
costs
incurred as a result of any initiated suit, action or proceeding is
permissible
only if (i) such suit, action or proceeding relates to or arises out of, or
is
alleged to relate to or arise out of, any action or inaction on the part of
the
Indemnitee in the performance of its duties or provision of its services
on
behalf of the Partnership; (ii) such suit, action or proceeding is initiated
by
a third party who is not a Limited Partner; and (iii) the Indemnitee
undertakes
to repay any funds advanced pursuant to this Section 6.3 in cases in which
such
Indemnitee would not be entitled to indemnification under 6.3(a) and 6.3(b).
If
advances are permissible under this Section 6.3, the Indemnitee shall
furnish
the Partnership with an undertaking as set forth in the foregoing sentence
and
shall thereafter have the right to bill the Partnership for, or
otherwise
request that the Partnership pay, at any time and from time to time after
such
Indemnitee has become obligated to make payment therefor, any and all
amounts
for which such Indemnitee believes in good faith that such Indemnitee
is
entitled to indemnification under this Section 6.3. The Partnership shall
pay
any and all such bills and honor any and all such requests for payment for
which
the Partnership is liable as determined above. In the event that a
final
determination is made that the Partnership is not so obligated in respect to
all
or any portion of the amounts paid by it or if the Indemnitee enters
into a
stipulation or settlement with like effect, such Indemnitee will refund
such
amount, plus interest thereon at the then prevailing market rate of
interest,
within 60 days of such final determination, and in the event that a
final
determination is made that the Partnership is so obligated in respect to
any
amount not paid by the Partnership to a particular Indemnitee or if
the
Partnership enters into a stipulation or settlement with like effect,
the
Partnership will pay such amount to such Indemnitee.
6.4 Compensation of General Partner and its Affiliates.
Neither the General Partner nor any Affiliate of the General
Partner
shall, in their respective capacities as such, receive any salary,
fees,
profits, distributions or other compensation except in accordance with
this
Section 6.4.
(a) Allocations and Distributions.
The General Partner shall be entitled to receive the allocations
and
distributions provided for under Section 8 in respect of the Interest held by
it
as General Partner.
(b) Underwriting Fees.
Underwriting Fees shall be paid by the Partnership to the
Dealer-Manager
in respect of each Unit sold.
(c) Sales Commissions.
Sales Commissions shall be paid by the Partnership to the
Dealer-Manager
and each Selling-Dealer in respect of the respective Units sold by each of
them,
provided that no Sales Commissions shall be payable by the Partnership
in
respect of any Units sold to Affiliated Limited Partners, and, provided
further,
that the Sales Commissions payable with regard to sales of Units subject
to
Volume Discounts shall be reduced by the amount of such Volume Discounts.
(d) Due Diligence Expenses.
Due Diligence Expenses actually incurred in connection with the
Offering
shall be paid or reimbursed by the Partnership to the Dealer-Manager and
each
Selling Manager, provided that the Dealer-Manager shall be entitled to
payment
of or reimbursement for Due Diligence Expenses only after each Selling
Dealer
(whether prospective or actual) shall have first been paid or reimbursed for
all
Due Diligence Expenses of such Selling Dealer, and provided, further, that
the
amount of Due Diligence Expenses actually paid to the Dealer-Manager
shall
reduce, dollar-for-dollar, the amount of the O & O Expense Allowance
otherwise
payable by the Partnership to the General Partner pursuant to Section 6.4(e)
of
this Agreement.
(e) O & O Expense Allowance.
The Partnership shall pay, immediately following each Closing Date,
the O
& O Expense Allowance to the General Partner, whether or not the full
amount
thereof is actually incurred by the General Partner or any Affiliate of
the
General Partner, without deduction for Underwriting Fees and Sales
Commissions.
The General Partner shall distribute to the Dealer-Manager all or such
portion
of the O & O Expense as the General Partner shall, in its sole and
absolute
discretion, deem appropriate and the Partnership shall have no
separate
liability to the Dealer-Manager for any Organizational and Offering
Expenses
incurred by it. The General Partner shall bear any Organizational and
Offering
Expenses incurred by the General Partner or any Affiliate of the General
Partner
(including, without limitation, the Dealer-Manager) in excess of the O
& O
Expense Allowance.
(f) Acquisition Fees.
In connection with any Investment, the Partnership shall pay to
the
General Partner, for services rendered in connection with acquiring
such
Investment, an Acquisition Fee equal to the difference (to the extent
greater
than zero) between (i) 3.0% of the Purchase Price paid by the Partnership
for
any (A) item of Equipment or (B) Financing Transaction, as the case may be,
and
(ii) the aggregate amount of Acquisition Fees paid by or on behalf of
the
Partnership to any other Person in connection with such Investment;
provided,
however, that:
(i) no Acquisition Fees may be paid by or on behalf of the
Partnership to any finder or broker that is an Affiliate of the
General Partner;
(ii) the Partnership shall not pay any Acquisition Fees, or part
thereof,
that would cause the Partnership's Investment in Equipment and
Financing
Transactions to be less than the greater of (x) 80% of the Gross
Offering
Proceeds from the Partnership's sale of Units, reduced by .0625% for
each
1% of Indebtedness encumbering any Investment acquired by the
Partnership,
and (y) 75% of such Gross Offering Proceeds; and
(iii) the aggregate sum of (A) Acquisition Fees and (B) all
other
Front-End Fees, which, in each case, may be paid to any Person pursuant
to
this Agreement in connection with all Investments made by the
Partnership
from any source (including, without limitation, Net Offering
Proceeds,
Partnership indebtedness or reinvestment of excess Cash Flows) shall
not
exceed an amount equal to the product of multiplying (x) the
Gross
Offering Proceeds by (y) a percentage equal to (1) 100% minus (2)
the
greater of the two percentages calculated under clause (x) or clause
(y)
of subsection 6.4(f)(ii), above.
The following are examples of application of the formula in clause
(ii),
above:
(1) No Indebtedness - 80% to be committed to Investment in Equipment
and
Financing Transactions.
(2) 50% Indebtedness - 50% x .0625% = 3.125% 80% -
3.125% =
76.875% to be committed to Investment in Equipment
and
Financing Transactions.
(3) 80% Indebtedness - 80% x .0625% = 5%
80% - 5% = 75% to be committed to Investment in
Equipment
and Financing Transactions.
To calculate the percentage of Indebtedness encumbering Investments,
the
aggregate amount of such Indebtedness shall be divided by the
aggregate
Purchase Price (without deduction for Front-End Fees) paid for
all
Investments. Such percentage of Indebtedness so calculated would
be
multiplied by .0625% to determine the percentage to be deducted from
80%.
If any payment of Acquisition Fees causes the Partnership to
experience a
shortfall in its required Investment in Equipment and Financing
Transactions
(computed under clause (ii) above) or the aggregate amount of Acquisition
Fees
paid by the Partnership to exceed the amount determined in accordance
with
clause (iii) above, the General Partner shall refund to the Partnership
that
portion of Acquisition Fees received by it to the extent necessary to
correct
such shortfall or overpayment, as the case may be, together with
interest
thereon at the rate of 1.0% per month to the extent that such refund is not
made
within 30 days.
Where the Partnership purchases an item of Equipment or any
Financing
Transaction from the General Partner or one of its Affiliates pursuant
to
Section 6.2(d) for a Purchase Price which includes an Acquisition Fee
amount,
such Acquisition Fee amount shall be deemed paid pursuant to this Section
6.4(d)
and there shall be no duplicative payment thereof.
(g) Management Fees.
Each month, for management services rendered, the Partnership shall pay
to
the General Partner such portion of the Management Fees as shall be
attributable
to Gross Revenues actually received by the Partnership during such
month;
provided that Management Fees shall be payable solely out of Gross
Revenues
received during the month in which paid; and provided, further, that
such
Management Fees shall be paid in any month only after payment of any accrued
and
unpaid First Cash Distributions for such month and for any previous month
(in
each case, up to an amount equal to 8.0% per annum of each respective
Limited
Partner's unreturned Capital Contribution), and, to the extent that
the
Partnership does not have sufficient Cash From Operations in any month to
pay
such proportion of all such First Cash Distributions, the payment of
such
Management Fees shall be deferred and paid, without interest, in the
next
following month in which the Partnership generates sufficient Cash
From
Operations for the payment thereof.
(h) Subordinated Remarketing Fees.
For rendering services in connection with the sale of any Investment,
the
Partnership shall pay to the General Partner the applicable
Subordinated
Remarketing Fee; provided that:
(i) no such Subordinated Remarketing Fee shall be paid in connection
with
the sale of any Investment to the extent that the Cash From Sales
realized
thereby is reinvested in additional Investments;
(ii) in no event shall any such Subordinated Remarketing Fee be
paid prior to Payout; and
(iii) the General Partner shall not be entitled to receive any amount
of
Subordinated Remarketing Fees to the extent that such amount would
cause
the total commissions paid to all Persons, in connection with the sale
of
such Investments, to exceed a fee for such services which is
reasonable,
customary and competitive in light of the size, type and location of
such
Investment.
After Payout, any and all Subordinated Remarketing Fees previously earned by
the
General Partner shall be paid, without any interest thereon, by the
Partnership,
prior to any other distributions to the Partners.
(i) Partnership Expenses.
(i) Reimbursement. Except as otherwise provided in this Section
6.4(i),
expenses of the Partnership, other than those incurred and
otherwise
reimbursed in accordance with Sections 6.4(b) through (h), shall be
billed
directly to and paid by the Partnership.
(ii) Goods and Third-Party Services. The General Partner and any
Affiliate
of the General Partner may be reimbursed for the actual cost of goods
and
services used for or by the Partnership and obtained by it or them
from
non-Affiliates.
(iii) Administrative Services Provided by the General Partner
and
Affiliates. Subject to clause (iv) of this Section 6.4(i), the
General
Partner and any Affiliate of the General Partner may be reimbursed
for
Operating Expenses which are actually incurred by it or them in
connection
with the performance or arrangement of administrative services
reasonably
necessary, convenient or advisable, in the discretion of the
General
Partner, to the prudent operation of the Partnership (including,
without
limitation, legal, accounting, remarketing and agency expenses)
provided
that the reimbursement for same shall be limited to the lesser of (A)
its
or their actual cost of providing same or (B) the amount the
Partnership
would be required to pay to non-Affiliates for comparable
administrative
services in the same geographic location and provided further, that
no
reimbursement is permitted for such services if the General Partner or
any
such Affiliate is entitled to compensation in the form of a separate
fee
pursuant to other provisions of this Section 6.4.
(iv) Limitations on Reimbursements. Neither the General Partner nor
any
Affiliate of the General Partner shall be reimbursed by the
Partnership
for amounts expended by it with respect to the following:
(A) salaries, fringe benefits, travel expenses or
other
administrative items incurred by or allocated to any
Controlling
Person of the General Partner or of any such Affiliate;
(B) expenses for rent, depreciation and utilities or for
capital
equipment or other administrative items (other than as
specified
respectively in paragraphs (ii) and (iii) of this Section
6.4(i),
above).
6.5 Other Interests of the General Partner and its Affiliates.
The General Partner shall be required to devote only such time to
the
affairs of the Partnership as the General Partner shall, in its sole
and
absolute discretion, determine in good faith to be necessary for the
business
and operations of the Partnership.
The General Partner and any Affiliate of the General Partner may
engage
in, or possess an interest in, business ventures (other than the Partnership)
of
every kind and description, independently or with others, including, but
not
limited to, serving as sponsor or general partner of other Programs
and
participating in the equipment leasing and financing businesses, whether or
not
such business ventures may be competitive with the business or Investments
of
the Partnership. Neither the Partnership nor any Limited Partner shall have
any
rights in and to such independent ventures or the income or profits therefrom
by
reason of the General Partner's position with the Partnership.
Neither the General Partner nor any Affiliate of the General Partner
shall
be obligated to present any particular investment opportunity to
the
Partnership, and the General Partner and each such Affiliate shall have
the
right, subject only to the provisions of the next following paragraph, to
take
for its own account (individually or otherwise), or to recommend to
any
Affiliated Entity (including the Partnership), any particular
investment
opportunity, considering, among other things, the following factors with
respect
to itself and each Affiliated Entity:
(a) its own and each Affiliated Entity's general
investment
objectives and policies, including, without limitation, cash
distribution
objectives and leverage policies;
(b) its own and each Affiliated Entity's existing
portfolio,
including the diversification thereof (by type of equipment, by length
of
lease term, by industry and by geographic area) and the effect the
making
of such investment would have thereon;
(c) the cash available to it and to each Affiliated Entity for
the
purpose of making such investment and the length of time such funds
have
been available;
(d) its own and each Affiliated Entity's current and
long-term liabilities; and
(e) the estimated income tax consequences of such investment to
it
and each Affiliated Entity and to the individual investors
participating
therein.
If, considering such factors and any other appropriate factors,
the
General Partner determines that any investment opportunity would be
equally
suitable for various Affiliated Entities, the General Partner shall make
such
investment opportunity available to such Affiliated Entities on a
rotation
basis, with the order of priority determined by the date of each
Affiliated
Entity's initial closing.
Notwithstanding the foregoing, until all Capital Contributions have
been
invested or committed to investment in Investments and Reserves (not
exceeding
3% of Gross Offering Proceeds), used to pay permitted Front-End Fees or
returned
to the Limited Partners (as provided in Section 8.7, below), the General
Partner
and each Affiliate of the General Partner shall present to the
Partnership
first, before any other Affiliated Entity (including any Affiliated Entity
that
the General Partner or any such Affiliate advises or manages), the
opportunity
to purchase any Investment meeting the investment objectives and policies of
the
Partnership, other than a Lease relating to:
(i) used equipment previously leased by the General Partner or any
such
Affiliate to third parties that becomes available for re-lease;
(ii) groups of items of equipment to be leased on terms providing
various
cost recovery terms for various items, where the Partnership may not,
in
accordance with this Agreement, purchase all items in the group;
(iii) equipment to be leased to a third party on favorable terms,
from a
cost recovery viewpoint, subsequent to the lease by the General Partner
or
its Affiliates to the same third party of other items of equipment
on
substantially less favorable terms;
(iv) equipment as to which a prospective or existing lessee indicates
to
the General Partner or its Affiliate that it will not lease or continue
to
lease through the General Partner or such Affiliate unless the
General
Partner or such Affiliate acquires and retains such equipment in its
own
equipment portfolio; or
(v) equipment subject to a lease that by its terms is not assignable to
an
entity such as the Partnership (leases that permit assignment
to a
"financial institution" shall not, without more, be deemed assignable
to
the Partnership).
In the event of a conflict between two or more Affiliated
Entities
(including the Partnership) that are advised or managed by the General
Partner
and that are seeking to re-lease or sell similar equipment
contemporaneously,
the first opportunity to re-lease or sell equipment shall generally be
allocated
to the Affiliated Entity attempting to re-lease or sell equipment that
was
subject to the lease that expired first or, if two or more leases
expire
simultaneously, the lease which was first to take effect; provided,
however,
that the General Partner may, in its discretion, otherwise provide
opportunities
to re-lease or sell equipment if such equipment is subject to
remarketing
commitments or if there are other circumstances, in the General
Partner's
judgment, under which the withholding of such an opportunity would
be
inequitable or uneconomic for a particular Affiliated Entity.
If the financing available from time to time to two or more
Affiliated
Entities (including the Partnership) is less than the aggregate amount
then
sought by them, the available financing shall generally be allocated to
the
investment entity that has been seeking financing the longest.
Nothing in this Section 6.5 shall be deemed to diminish the
General
Partner's overriding fiduciary obligation to the Partnership or to act
as a
waiver of any right or remedy the Partnership or other Partners may have in
the
event of a breach of such obligation.
7. POWERS AND LIABILITIES OF LIMITED PARTNERS.
7.1 Absence of Control Over Partnership Business.
The Limited Partners hereby consent to the exercise by the General
Partner
of the powers conferred on the General Partner by this Agreement. No
Limited
Partner shall participate in or have any control over the Partnership's
business
or have any right or authority to act for, or to bind or otherwise obligate,
the
Partnership (except one who is also the General Partner, and then only in
its
capacity as the General Partner). No Limited Partner shall have the right
to
have the Partnership dissolved and liquidated or to have all or any part of
such
Limited Partner's Capital Contribution or Capital Account returned except
as
provided in this Agreement.
7.2 Limited Liability.
The liability of each Limited Partner in such capacity shall be limited
to
the amount of such Limited Partner's Capital Contribution and pro rata share
of
any undistributed Profits and other assets of the Partnership. Except as
may
otherwise be required by law or by this Agreement, after the payment of
all
Subscription Monies for the Units purchased by such Limited Partner, no
Limited
Partner shall have any further obligations to the Partnership, be subject to
any
additional assessment or be required to contribute any additional capital to,
or
to loan any funds to, the Partnership.
No Limited Partner shall have any personal liability on account of
any
obligations and liabilities of, including any amounts payable by,
the
Partnership under or pursuant to, or otherwise in connection with,
this
Agreement or the conduct of the business of the Partnership.
8. DISTRIBUTIONS AND ALLOCATIONS.
8.1 Distribution of Distributable Cash From Operations and
Distributable Cash From Sales.
(a) During the Reinvestment Period, the General Partner shall determine
in
its sole discretion what portion, if any, of the Partnership's
Distributable
Cash From Operations and Distributable Cash From Sales shall be invested
and
reinvested in additional Investments and which portion shall be distributed
to
the Partners; provided, however, that the General Partner shall not
reinvest,
but shall distribute to the extent available, Distributable Cash From
Operations
and Distributable Cash From Sales to Limited Partners in an amount equal to
the
following amounts for the periods specified (pro rated, as necessary,
for
periods of less than one year):
(i) For the period beginning with a Limited Partner's admission to
the
Partnership and ending with the expiration or termination of
the
Reinvestment Period, each Limited Partner shall be entitled to
receive
monthly cash distributions, to the extent that Distributable Cash
From
Operations and Distributable Cash From Sales are sufficient for
such
purpose. The annual amount of such distributions will be computed
by
multiplying 10.75% by each Limited Partner's respective original
Capital
Contribution reduced by any portion thereof which has been (A) returned
to
such Limited Partner pursuant to Section 8.6, or (B) redeemed by
the
Partnership pursuant to Section 10.5, of this Agreement. A ratable
portion
(i.e., one-twelfth) of such annual distribution amount shall be
payable
monthly; and
Any portion of the monthly distribution amounts described in this
clause
(i) which exceeds the sum of Distributable Cash From Operations
and
Distributable Cash From Sales for any year (if any) shall be
distributable
(if at all) solely at the discretion of the General Partner. Each
monthly
cash distribution amount shall be computed as provided in the
preceding
sentence on a non-cumulative basis (that is, without increase for
any
portion of the monthly cash distribution amount computed pursuant to
this
clause (i) which the Partnership is unable to make, and without
reduction
for any cash distributions actually made, in any prior period.
(ii) Each Limited Partner is entitled to receive monthly
cash
distributions (if the distributions described in paragraph (i) above
are
not adequate) in amounts which would permit the Limited Partners to
pay
federal, state and local income taxes resulting from
Partnership
Operations (assuming that all Limited Partners are subject to
income
taxation at a 31% cumulative tax rate on taxable distributions for
GAAP
purposes). Such distributions will be made, to the extent
that
Distributable Cash From Operations and Distributable Cash From Sales
are
sufficient for such purpose.
(b) During the Disposition Period, no Available Cash From Operations
or
Available Cash From Sales shall be reinvested in additional Investments, and
all
Available Cash From Operations and Available Cash From Sales shall
be
distributed to the Partners.
(c) Distributions of Distributable Cash From Operations and
Distributable
Cash From Sales (collectively, "Distributable Cash") shall be made to
the
Partners monthly. Subject to Section 8.1(a), the amount of each such
monthly
distribution shall be determined by the General Partner, in its sole
discretion,
based upon the amount of the Partnership's then available Distributable Cash
and
other funds of the Partnership and the General Partner's estimate of
the
Partnership's total Distributable Cash for such Fiscal Year. Prior to
Payout,
distributions pursuant to this Section 8.1(c) shall be made 99% to the
Limited
Partners and 1% to the General Partner; provided, however, that prior to
the
admission to the Partnership of any Limited Partners, such distributions
shall
be made 1% to the Original Limited Partner and 99% to the General Partner.
After
Payout, distributions pursuant to this Section 8.1(c) shall be
tentatively
attributed and distributed 90% to the Limited Partners and 10% to the
General
Partner; provided, however, that, if at the time of Payout, each
respective
Limited Partner has not yet received total cash distributions pursuant to
this
Section 8.1(c) equal to 150% of such Limited Partner's original
Capital
Contribution (reduced by any amounts paid to such Limited Partner (i)
as a
return of his uninvested Capital Contributions pursuant to Section 8.6 and
(ii)
in redemption of his Units pursuant to Section 10.5), distributions
shall
continue to be made 99% to the Limited Partners and 1% to the General
Partner
until the total cash distributions made to the Limited Partners equal 150%
of
the Limited Partners' aggregate original Capital Contributions. The
amount
tentatively attributed to the General Partner pursuant to the previous
sentence
and not theretofore distributed to the General Partner shall be distributed
to
the General Partner, without interest, out of the first Distributable
Cash
available to the Partnership after the Limited Partners have
received
distributions equal to 150% of their aggregate original Capital Contributions.
<PAGE>
A-29
(d) Notwithstanding the provisions of Section 8.1(c), distributions
of
Distributable Cash made during the Disposition Period shall be made
in
accordance with the provisions of Section 11.3.
8.2 Allocations of Profits and Losses.
(a) The Profits and Losses of the Partnership shall be determined for
each
Fiscal Year or Fiscal Period.
(b) Except as otherwise provided in this Agreement,
whenever a
proportionate part of the Partnership's Profits or Losses is allocated
to a
Partner, every item of income, gain, loss or deduction entering into
the
computation of such Profits or Losses, or arising from the transactions
with
respect to which such Profits or Losses were realized, shall be allocated
to
such Partner in the same proportion.
(c) Profits for any Fiscal Period during the Reinvestment Period shall
be
allocated to the Partners as follows:
(i) first, 1% to the General Partner and 99% to the Limited Partners
until
the Limited Partners have been allocated Profits equal to the excess,
if
any, of their aggregate Unpaid Target Distributions over their
aggregate
Capital Account balances;
(ii) next, in a manner that will cause (A) the excess of the
Limited
Partners' aggregate Capital Account balances over the amount of
their
aggregate Unpaid Target Distributions and (B) the General
Partner's
Capital Account balance, to be in the ratio of 90% to 10%; and
(iii) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(d) Profits for any Fiscal Period during the Disposition Period shall
be
allocated to the Partners as follows:
(i) first, to the Partners in proportion to and to the extent
of the deficit balances, if any, in their respective Capital
Accounts;
(ii) next, 1% to the General Partner and 99% to the Limited Partners
until
the Limited Partners have been allocated Profits equal to the excess,
if
any, of their aggregate Unpaid Target Distributions over their
aggregate
Capital Account balances;
(iii) next, in a manner that will cause (A) the excess of the
Limited
Partners' aggregate Capital Account balances over the amount of
their
aggregate Unpaid Target Distributions and (B) the General
Partner's
Capital Account balance, to be in the ratio of 90% to 10%; and
(iv) thereafter, 90% to the Limited Partners and 10% to the
General Partner.
(e) Losses for any Fiscal Period shall be allocated to the
Partners as follows:
(i) first, 1% to the General Partner and 99% to the Limited Partners
until
the Limited Partners have been allocated Losses equal to the excess,
if
any, of their aggregate Capital Account balances over their
aggregate
Adjusted Capital Contributions;
(ii) next, to the Partners in proportion to and to the extent of
their respective remaining positive Capital Account balances, if
any; and
(iii) thereafter, 1% to the General Partner and 99% to the
Limited
Partners; provided, however, that if and to the extent that an
allocation
of Losses to any Limited Partner pursuant to this Section 8.2(e)
or
Section 8.2(f) would result in any Limited Partner having an
Adjusted
Capital Account Deficit, such Losses shall be allocated to all
other
Partners in accordance with this Section 8.2(e) and, when no
Limited
Partner can be allocated any such Losses without violating the
limitation
contained in this proviso, such remaining Losses shall be allocated to
the
General Partner.
(f) Special Allocations.
The following special allocations shall, except as otherwise provided,
be
made prior to allocations in Section 8.2(a)-(e) in the following order:
(i) Minimum Gain Charge-Back. Notwithstanding any other
provision of this Section 8, if there is a net decrease in
Partnership Minimum Gain or in any Partner Nonrecourse Debt
Minimum Gain during any Fiscal Period, prior to any other
allocation pursuant this Section 8, each Partner shall be
specifically allocated items of Partnership income and gain for
such Fiscal Period (and, if necessary, subsequent Fiscal Periods)
in an amount and manner required by Treas. Reg. Sections
1.704-2(f) and 1.704-2(i)(4) or any successor provisions. The
items to be so allocated shall be determined in accordance with
Treas. Reg. Section 1.704-2(j)(2) or any successor provision.
(ii) Partnership Nonrecourse Deductions. Partnership
Nonrecourse Deductions for any Fiscal Period shall be allocated
99% to the Limited Partners and 1% to the General Partner.
(iii) Partner Nonrecourse Deductions. Partner Nonrecourse
Deductions for any Fiscal Period shall be allocated to the
Partner who made or guaranteed or is otherwise liable with
respect to the loan to which such Partner Nonrecourse Deductions
are attributable in accordance with principles of Treas. Reg.
Section 1.704-2(i) or any successor provision.
(iv) Qualified Income Offset. If in any Fiscal Period, any
Partner has an Adjusted Capital Account Deficit, whether
resulting from an unexpected adjustment, allocation or
distribution described in Treas. Reg. Section
1.704-1(b)(2)(ii)(d)(4), (5) or (6) or otherwise, such Partner
shall be allocate items of Partnership income and gain
(consisting of a pro rata portion of each item of Partnership
income, including gross income, and gain for such Fiscal Period)
sufficient to eliminate such Adjusted Capital Account Deficit as
quickly as possible, to the extent required by such Treasury
Regulation. It is the intention of the parties that this
allocation provision constitute a "qualified income offset"
within the meaning of Treas. Reg. Section 1.704-1(b)(2)(ii)(d).
(v) Curative Allocations. The special allocations provided for in
the
proviso of Section 8.2(e) and in Sections 8.2(f)(i)-(iv) are intended
to
comply with certain requirements of Treas. Reg. Sections 1.704-1
and
1.704-2. To the extent that any of such special allocations shall
have
been made, subsequent allocations of income, gains, losses and
deductions
and items thereof ("curative allocations") shall be made as soon
as
possible and in a manner so as to cause, to the extent possible
without
violating the requirements of Treas. Reg. Sections 1.704-1 and
1.704-2,
the Partners' Capital Account balances to be as nearly as possible in
the
same proportions in which they would have been had such
special
allocations not occurred. In making such curative allocations, due
regard
shall be given to the character of the Profits and Losses and
items
thereof that were originally allocated pursuant to the provision
of
Sections 8.2(e) and Sections 8.2(f)(i)-(iv) in order to put the
Partners
as nearly as possible in the positions in which they would have been
had
such special allocations not occurred.
If the General Partner determines, after consultation with
Tax
Counsel, that the allocation of any item of Partnership income, gain,
loss
or deduction is not specified in this Section 8 (an "unallocated
item"),
or that the allocation of any item of Partnership income, gain, loss
or
deduction hereunder is clearly inconsistent with the Partners'
economic
interests in the Partnership determined by reference to this
Agreement,
the general principles of Treas. Reg. Section 1.704-1(b) and the
factors
set forth in Treas. Reg. Section 1.704-1(b)(3)(ii) (a
"misallocated
item"), then the General Partner may allocate such unallocated items
and
reallocate such misallocated items, to reflect such economic interests.
(vi) Special Allocation of State, Local and Foreign Taxes. Any
state,
local or foreign taxes imposed on the Partnership by reason of a
Partner
being a citizen, resident or national of such state, locality or
foreign
jurisdiction, including any item(s) of taxable income or tax
loss
resulting therefrom, shall be specially allocated to such Partner.
(vii) Transactions with Partnership. If, and to the extent that,
any
Partner is deemed to recognize any item of income, gain, loss,
deduction
or credit as a result of any transaction between such Partner and
the
Partnership pursuant to Code Sections 482, 483, 1272-1274, 7872 or
any
similar provision now or hereafter in effect, any corresponding Profits
or
Losses or items thereof shall be allocated to the Partner who was
charged
with such item.
(viii) Fees and Commissions Paid to General Partner. It is the intent
of
the Partnership that any amount paid or deemed paid to the General
Partner
as a fee or payment described in Section 6.4 shall be treated
as a
"guaranteed payment" or a payment to a partner not acting in his
capacity
as a partner pursuant to Section 707(c) of the Code to the
extent
possible. If any such fee or payment is deemed to be a distribution to
the
General Partner and not a guaranteed payment or a payment to a partner
not
acting in his capacity as a partner, the General Partner shall
be
allocated an amount of Partnership gross ordinary income equal to
such
payment.
(ix) Selling Commissions, Underwriting Fees, Acquisition Fees and O
& O
Expense Allowance. Selling Commissions, Underwriting Fees,
Acquisition
Fees and the O & O Expense Allowance shall be allocated 100% to
the
Limited Partners. Organizational and Offering Expenses, in excess of
Sales
Commissions, Underwriting Fees and the O & O Expense Allowance, shall
be
allocated 100% to the General Partner.
8.3Distributions and Allocations Among the Limited Partners.
(a) Except to the extent otherwise provided herein, all distributions
of
Distributable Cash and all allocations of Profits and Losses and items
thereof
for any Fiscal Year or Fiscal Period shall be distributed or allocated, as
the
case may be, among the Limited Partners in proportion to their
respective
numbers of Units. Each distribution of Distributable Cash shall be made to
the
Limited Partners (or their respective assignees) of record as of the last day
of
the month next preceding the date on which such distribution is made.
(b) All distributions of Distributable Cash and all allocations of
Profits
and Losses or items thereof for any Fiscal Year in which any Limited
Partners
are admitted to the Partnership, shall be allocated among the Limited
Partners
as follows:
(i) first, the Operations and Sales of the Partnership shall be deemed
to
have occurred ratably over such Fiscal Year, irrespective of the
actual
results of Operations or Sales of the Partnership during or within
any
given Segment;
(ii) second, (A) each Limited Partner who was admitted to the
Partnership
prior to the commencement of such Fiscal Year shall be deemed to have
held
his respective Units commencing as of the first Segment in such
Fiscal
Year; (B) each Limited Partner who was admitted to the Partnership as
of
the first day of any subsequent Segment in such Fiscal Year in
accordance
with Section 5.3(h), shall be deemed to have held his respective
Units
commencing with such Segment; and (C) each Limited Partner who
was
admitted to the Partnership commencing as of the day following the
Initial
Closing Date or the Final Closing Date (where such Initial Closing Date
or
Final Closing Date falls on other than the 15th day or last day of a
month
or next preceding business day), shall be deemed to have held
his
respective Units for a fraction of the Segment within which such
Limited
Partner was admitted to the Partnership, determined by dividing the
number
of days within such Segment following the Initial Closing Date or
Final
Closing Date, as the case may be, by the number of days in such Segment;
(iii) third, all Profits and Losses for such Fiscal Year shall
be
allocated among the Limited Partners in the ratio that the number of
Units
held by each Limited Partner multiplied by the number of Segments
(pro
rated for fractions of Segments) in such Fiscal Year that such Units
were
held by such Limited Partner bears to the sum of that calculation for
all
Limited Partners; and
(iv) Third, all monthly distributions of cash made to the Limited
Partners
pursuant to Section 8.1(c) shall be distributed among the Limited
Partners
in the ratio that the number of Units held by each Limited
Partner
multiplied by the number of Segments (pro rated for fractions of
Segments)
in the month preceding the month in which the distribution is made
that
such Units were held by such Limited Partner bears to the sum of
that
calculation for all Limited Partners. If the General Partner determines
at
any time that the sum of the monthly distributions made to any
Limited
Partner during or with respect to a Fiscal Year does not (or will
not)
properly reflect such Limited Partner's share of the total
distributions
made or to be made by the Partnership for such Fiscal Year, the
General
Partner shall, as soon as practicable, make a supplemental distribution
to
such Limited Partner, or withhold from a subsequent distribution
that
otherwise would be payable to such Limited Partner, such amount as
shall
cause the total distributions to such Limited Partner for such Fiscal
Year
to be the proper amount.
(c) In the event of a transfer of a Unit during a Fiscal Year
in
accordance with Section 10, the transferor and transferee shall be
allocated a
ratable share of Profits and Losses for such Fiscal Year based on the number
of
Segments (pro rated for fractions of Segments) in such Fiscal Year that
each
held such transferred Units. Monthly distributions made by the Partnership
in
accordance with Section 8.1(c) shall be allocated between the transferor
and
transferee (and subsequently adjusted, if necessary) in the manner set forth
in
clause (iv) and the last sentence of Section 8.3(b).
(d) Each distribution made to a Limited Partner pursuant to
Section
8.1(c), 8.6 or 11.3 of this Agreement, any interest on Subscription
Monies
relating to such Limited Partner's Units paid to such Limited Partner
pursuant
to Section 5.3(k), and any amount paid to such Limited Partner in redemption
of
such Limited Partner's Units pursuant to Section 10.5 shall be applied
as
follows:
(i) first, in reduction of such Limited Partner's Unpaid
Cumulative
Return, to the extent thereof, as determined immediately before
such
distribution; and
(ii) then, in reduction of such Limited Partner's Adjusted
Capital
Contribution, to the extent thereof, as determined immediately before
such
distribution.
<PAGE>
8.4 Tax Allocations: Code Section 704(c); Revaluations.
(a) In accordance with Code section 704(c) and the Treasury
Regulations
thereunder, income, gain, loss, and deduction, and items thereof, with
respect
to any property contributed to the capital of the Partnership shall, solely
for
tax purposes, be allocated among the Partners so as to take account of
any
variation between the adjusted basis of such property to the Partnership
for
federal income tax purposes and its initial Gross Asset Value.
(b) In the event the Gross Asset Value of any Partnership asset
is
adjusted pursuant to Clause (ii) of the definition of Gross Asset Value
herein
and Section 5(h) hereof, subsequent allocations of income, gain, loss
and
deduction, and items thereof, with respect to such asset shall take account
of
any variation between the adjusted basis of such asset for federal income
tax
purposes and its Gross Asset Value in a manner consistent with the
requirements
of Proposed Treas. Reg. Section 1.704-3(a)(4) or the corresponding provision
of
final or successor Treasury Regulations.
(c) Any elections or other decisions relating to the allocations
required
by clauses (a) and (b) of Section 8.4 shall be made in a manner that
reasonably
reflects the purpose and intention of this Agreement. Allocations pursuant
to
this clause (c) of Section 8.4 are solely for purposes of federal, state,
and
local taxes and shall not affect, or in any way be taken into account
in
computing, any Partner's Capital Account or share of Profits, Losses,
other
items, or distributions pursuant to any provision of this Agreement.
8.5 Compliance with NASAA Guidelines Regarding Front-End Fees.
Notwithstanding anything in this Agreement to the contrary, in the
event
the Partnership fails, at any time after the expiration of 30 months from
the
date of the Prospectus, to comply with the restrictions set forth in
Section
6.4(b) through (f) above, the General Partner shall appropriately adjust
the
allocations and distributions set forth in this Section 8 so as to comply
with
the requirements contained in NASAA Guidelines. No adjustment proposed to
be
made pursuant to this Section 8.5 shall require the General Partner to
obtain
the consent of the Limited Partners unless such proposed adjustment
adversely
effects the allocations or distributions made, or to be made, to any
Limited
Partner.
8.6 Return of Uninvested Capital Contribution.
In the event that 100% of Net Offering Proceeds have not been used to
make
Investments or committed to Reserves to the extent permitted to be treated
as
Investments pursuant to Section 6.1(b)(vii) within the later of (i)
twenty-four
(24) months after the Effective Date of the Offering or (ii) 12 months of
the
receipt thereof by the Partnership, the amount of such uninvested Net
Offering
Proceeds shall be promptly distributed by the Partnership to the
Limited
Partners, pro rata based upon their respective number of Units, as a return
of
capital, without interest and without reduction for Front-End Fees in respect
of
such uninvested Capital Contributions (which distributions shall not in
any
event exceed the related Capital Contribution of any Limited Partner).
Funds
shall be deemed to have been committed to investment and need not be returned
to
a Limited Partner to the extent written agreements in principle,
commitment
letters, letters of intent or understanding, option agreements or any
similar
contracts or understandings are executed and not terminated during
the
applicable twenty-four (24) or twelve (12) month period described above, if
such
investments are ultimately consummated within a further period of twelve
(12)
months. Funds deemed committed which are not actually so invested within
such
twelve (12) month period will be promptly distributed, without interest
and
without reduction for Front-End Fees in respect of such uninvested Net
Offering
Proceeds, to the Limited Partners on a pro rata basis, as a return of capital.
8.7 Partner's Return of Investment in the Partnership.
Each Limited Partner shall look solely to the assets of the
Partnership
for the return of his Capital Contribution and for any other distributions
with
respect to his Partnership Interest. If the assets of the Partnership
remaining
after payment or discharge, or provision for payment or discharge, of its
debts
and liabilities are insufficient to return such Capital Contribution or to
make
any other distribution to such Partner, he shall not have any recourse
against
the personal assets of any other Partner, except to the limited extent set
forth
in Section 6.3, Section 9.3(a) and Section 11.2(a)(iii).
8.8 No Distributions in Kind.
Distributions in kind shall not be permitted except upon dissolution
and
liquidation of the Partnership's assets and may only then be made
to a
liquidating trust established for the purposes of (a) liquidating the
assets
transferred to it and (b) distributing the net cash proceeds of such
liquidation
in cash to the Partners in accordance with the provisions of this Agreement.
8.9 Partnership Entitled to Withhold.
The Partnership shall at all times be entitled to withhold or
make
payments to any governmental authority with respect to any federal, state,
local
or foreign tax liability of any Partner arising as a result of such
Partner's
participation in the Partnership. Each such amount so withheld or paid shall
be
deemed to be a distribution for purposes of Section 8 and Section 11, as
the
case may be, to the extent such Partner is then entitled to a distribution.
To
the extent that the amount of such withholdings or payments made with respect
to
any Partner exceeds the amount to which such Partner is then entitled
as a
distribution, the excess shall be treated as a demand loan, bearing interest
at
a rate equal to twelve percent (12%) per annum simple interest from the date
of
such payment or withholding until such excess is repaid to the Partnership
(i)
by deduction from any distributions subsequently payable to such
Partner
pursuant to this Agreement or (ii) earlier payment of such excess and
interest
by such Partner to the Partnership. Such excess and interest shall, in any
case,
be payable not less than 30 days after demand therefore by the General
Partner,
which demand shall be made only if the General Partner determines that
such
Partner is not likely to be entitled to distributions within 12 months from
the
date of such withholding or payment by the Partnership in an amount
sufficient
to pay such excess and interest. The withholdings and payments referred to
in
this Section 8.9 shall be made at the maximum applicable statutory rate
under
the applicable tax law unless the General Partner shall have received an
opinion
of counsel or other evidence, satisfactory to the General Partner, to the
effect
that a lower rate is applicable, or that no withholding or payment is
required.
Section 9. WITHDRAWAL OF GENERAL PARTNER.
9.1 Voluntary Withdrawal.
The General Partner may not voluntarily withdraw as a General Partner
from
the Partnership unless (a) the Limited Partners have received 60 days'
advance
written notice of the General Partner's intention to withdraw, (b)
the
Partnership shall have received an opinion of Tax Counsel to the Partnership
to
the effect that such withdrawal will not constitute a termination of
the
Partnership or otherwise materially adversely affect the status of
the
Partnership for federal income tax purposes and (c) a Substitute General
Partner
shall have been selected and such Substitute General Partner (i) shall
have
expressed a willingness to be admitted to the Partnership, (ii) shall
have
received the specific written Consent of the Majority Interest to such
admission
and (iii) shall have a Net Worth sufficient, in the opinion of Tax Counsel
to
the Partnership, for the Partnership to continue to be classified
as a
partnership for federal income tax purposes and to satisfy the net
worth
requirements for "sponsors" under the NASAA Guidelines.
9.2 Involuntary Withdrawal.
The General Partner shall be deemed to have involuntarily withdrawn
as a
General Partner from the Partnership upon the removal of the General
Partner
pursuant to the Consent of the Majority Interest or upon the occurrence of
any
other event that constitutes an event of withdrawal under the Delaware Act
as
then in effect.
For purposes of this Section 9.2 and Section 13, neither the
General
Partner nor any Affiliate of the General Partner will participate in any vote
by
the Limited Partners to (a) involuntarily remove the General Partner or
(b)
cancel any management or service contract with the General Partner or any
such
Affiliate.
9.3 Consequences of Withdrawal.
(a) Upon the voluntary withdrawal of the General Partner in
accordance
with Section 9.1, the General Partner, or its estate, successors or
legal
representatives, shall be entitled to receive from the Partnership (i) an
amount
equal to the positive balance, if any, in the General Partner's Capital
Account
(as adjusted to the date of such withdrawal by allocation pursuant to
Section 8
of any Profits or Losses or other allocable items realized by the
Partnership
through such date of Withdrawal and any unrealized gains and losses inherent
in
the Partnership's assets as of such date), provided, however, that in no
event
shall such amount exceed the fair market value of the Partnership Interest
then
held by the General Partner, as calculated in accordance with the provisions
of
clause (c) of this Section 9.3, plus or minus, as the case may be, (ii)
an
amount equal to the difference between (A) any amounts due and owing to
the
General Partner by the Partnership and (B) any amounts due and owing by
the
General Partner to the Partnership. The right of the General Partner, or
its
estate, successors or legal representatives, to receipt of such amount shall
be
subject to (x) any claim for damages by the Partnership or any Partner
against
the General Partner, or its estate, successors or legal representatives,
that
such withdrawal shall have been made in contravention of this Agreement and
(y)
if the General Partner has a negative balance in its Capital Account
after
making the adjustments provided for in the first sentence of this clause (a)
of
Section 9.3, payment to the Partnership of an amount equal to the lesser of
(1)
the amount of such deficit balance or (2) the excess of 1.01% of the
total
Capital Contributions of the Limited Partners over the capital
previously
contributed by the General Partner.
(b) Upon involuntary withdrawal of the General Partner as such from
the
Partnership in accordance with Section 9.2, the Partnership shall pay to
the
General Partner (i) the fair market value of the Partnership Interest then
held
by the General Partner, as calculated in the manner set forth in clause (c)
of
this Section 9.3, plus or minus, as the case may be, (ii) an amount equal to
the
difference between (A) any amounts due and owing to such withdrawn
General
Partner by the Partnership and (B) any amounts due and owing by such
withdrawn
General Partner to the Partnership, and, upon such payment, the
General
Partner's Interest in the income, losses, distributions and capital of
the
Partnership shall be terminated.
(c) For purposes of this Section 9.3, the fair market value of
the
withdrawn General Partner's Interest shall be determined, in good faith, by
such
General Partner and the Partnership, or, if they cannot agree, by arbitration
in
accordance with the then current rules of the American Arbitration
Association
by two independent appraisers, one selected by the withdrawn General Partner
and
one by the Limited Partners. In the event that such two appraisers are unable
to
agree on the value of the withdrawn General Partner's Interest within 90
days,
they shall within 20 days thereafter jointly appoint a third
independent
appraiser whose determination shall be final and binding; provided,
however,
that if the two appraisers are unable to agree within such 20 days on a
third
appraiser, the third appraiser shall be selected by the American
Arbitration
Association. The expense of arbitration shall be borne equally by the
withdrawn
General Partner and the Partnership.
(d) The method of payment to the General Partner upon withdrawal,
whether
voluntary or involuntary, must be fair and must protect the solvency
and
liquidity of the Partnership. When the withdrawal is voluntary, the method
of
payment will be presumed to be fair if it provides for a
non-interest-bearing,
unsecured promissory note of the Partnership, with principal payable, if at
all,
from distributions that the withdrawn General Partner otherwise would
have
received under the Partnership Agreement had the General Partner not
withdrawn.
When the withdrawal is involuntary, the method of payment will be presumed to
be
fair if it provides for a promissory note bearing interest on the
outstanding
principal amount thereof at the lesser of (i) the rate of interest (inclusive
of
any points or other loan charges) which the Partnership would be required to
pay
to an unrelated bank or commercial lending institution for an unsecured,
60
month loan of like amount or (ii) the rate of interest from time to
time
announced by The Chase Manhattan Bank (National Association) at its
principal
lending offices in New York, New York as its prime lending rate plus 3%
and
providing for repayments of principal thereunder in sixty (60) equal
monthly
installments, together with accrued but unpaid interest.
9.4 Liability of Withdrawn General Partner.
If the business of the Partnership is continued after withdrawal of
the
General Partner, the General Partner, or its estate, successors or
legal
representatives, shall remain liable for all obligations and
liabilities
incurred by it or by the Partnership while it was acting in the capacity
of
General Partner and for which it was liable as General Partner, but shall
be
free of any obligation or liability incurred on account of or arising from
the
activities of the Partnership from and after the time such withdrawal shall
have
become effective.
9.5 Continuation of Partnership Business.
In the event that the General Partner withdraws from the Partnership,
the
General Partner, or its estate, successors or legal representatives,
shall
deliver to the Limited Partners Notice stating the reasons for such
withdrawal.
If, within 90 days following such withdrawal, any Person shall be admitted
to
the Partnership as a Substitute General Partner, such Substitute General
Partner
shall execute a counterpart of this Agreement and the business of
the
Partnership shall continue. If no Substitute General Partner shall have been
so
admitted to the Partnership within 90 days following the date of the
General
Partner's withdrawal, then the Partnership shall be dissolved.
Section TRANSFER OF UNITS.
10.1 Withdrawal of a Limited Partner.
A Limited Partner may withdraw from the Partnership only by Assigning
or
having redeemed all Units owned by such Limited Partner in accordance with
this
Section 10. The withdrawal of a Limited Partner shall not dissolve or
terminate
the Partnership. In the event of the withdrawal of any Limited Partner
because
of death, legal incompetence, dissolution or other termination, the
estate,
legal representative or successor of such Limited Partner shall be deemed to
be
the Assignee of the Partnership Interest of such Limited Partner and may
become
a Substitute Limited Partner upon compliance with the provisions of
Section
10.3.
10.2 Assignment.
(a) Subject to the provisions of Sections 10.2(b) and (c) and 10.3 of
this
Agreement, any Limited Partner may Assign all or any portion of the Units
owned
by such Limited Partner to any Person (the "Assignee"); provided that
(i) such Limited Partner and such Assignee shall each execute a
written
Assignment instrument, which shall:
(A) set forth the terms of such Assignment;
(B) in the case of assignments other than by operation of law,
state
the intention of such Limited Partner that such Assignee shall
become
a Substitute Limited Partner and, in all cases, evidence
the
acceptance by the Assignee of all of the terms and provisions of
this
Agreement;
(C) include a representation by both such Limited Partner and
such
Assignee that such Assignment was made in accordance with
all
applicable laws and regulations (including, without limitation,
such
minimum investment and investor suitability requirements as may
then
be applicable under state securities laws); and
(D) otherwise be satisfactory in form and substance to the
General Partner; and
(ii) such Assignee shall pay to the Partnership an aggregate amount,
not
exceeding $150.00, of expenses reasonably incurred by the Partnership
in
connection with such Assignment.
(b) Notwithstanding the foregoing, unless the General Partner
shall
specifically Consent, no Units may be Assigned:
(i) to a minor or incompetent (unless a guardian, custodian or
conservator has been appointed to handle the affairs of such
Person);
(ii) to any Person if, in the Opinion of Tax Counsel, such
Assignment
would result in the termination of the Partnership's taxable year or
its
status as a partnership for federal income tax purposes, provided that
the
Partnership may permit such Assignment to become effective if and when,
in
the opinion of Tax Counsel, such Assignment would no longer result in
the
termination of the Partnership's taxable year or its status
as a
partnership for federal income tax purposes;
(iii) to any Person if such Assignment would affect the
Partnership's
existence or qualification as a limited partnership under the Delaware
Act
or the applicable laws of any other jurisdiction in which the
Partnership
is then conducting business;
(iv) to any Person not permitted to be an Assignee under applicable
law,
including, without limitation, applicable federal and state
securities
laws;
(v) if such Assignment would result in the transfer of a
Partnership
Interest representing less than twenty-five (25) Units, or ten (10)
Units
in the case of a Qualified Plan (unless such Assignment is of the
entire
Partnership Interest owned by such Limited Partner);
(vi) if such Assignment would result in the retention by such
Limited
Partner of a portion of its Partnership Interest representing less
than
the greater of (A) twenty-five (25) Units, or ten (10) Units in the
case
of a Qualified Plan, and (B) the minimum number of Units required to
be
purchased under minimum investment standards applicable to an
initial
purchase of Units by such Limited Partner;
(vii) if, in the reasonable belief of the General Partner, such
Assignment might violate applicable law;
(viii) if the effect of such Assignment would be to cause the
"equity
participation" in the Partnership by "benefit plan investors" (both
within
the meaning of DOL Reg. Section 2510.3-101(f)) to equal or exceed 25%;
or
(ix) if such transfer would cause an impermissible percentage of Units
to
be owned by non-United States citizens.
Any attempt to make any Assignment of Units in violation of this
Section
10.2(b) shall be null and void ab initio.
(c) So long as there are adverse federal income tax consequences
from
being treated as a "publicly traded partnership" for federal income
tax
purposes, the General Partner shall not permit any interest in a Unit to
be
Assigned on a secondary public market (or a substantial equivalent thereof)
as
defined under the Code and any Treasury Regulations or published
notices
promulgated thereunder (a "Secondary Market") and, if the General
Partner
determines in its sole and absolute discretion, that a proposed Assignment
was
effected on a Secondary Market, the Partnership and the General Partner have
the
right to refuse to recognize any such proposed Assignment and to take any
action
deemed necessary or appropriate in the General Partner's reasonable
discretion
so that such proposed Assignment is not, in fact, recognized. For purposes
of
this Section 10.2(c), any Assignment which results in a failure to meet
the
"safe-harbor" provisions of Notice 88-75 (July 5, 1988) issued by the IRS,
or
any substitute safe-harbor provisions subsequently established by
Treasury
Regulations or published notices, shall be treated as causing the Units to
be
publicly traded. The Limited Partners agree to provide all
information
respecting Assignments, which the General Partner deems necessary in order
to
determine whether a proposed transfer occurred or will occur on a
Secondary
Market.
(d) Assignments made in accordance with this Section 10.2 shall
be
effective for record purposes and for purposes of Section 8 as of the first
day
of the Segment following the date upon which all of the conditions of
this
Section 10.2 shall have been satisfied.
10.3 Substitution10.3 Substitution.
(a) An Assignee of a Limited Partner shall be admitted to the
Partnership
as a Substitute Limited Partner only if:
(i) the General Partner has reasonably determined that all
conditions
specified in Section 10.2 have been satisfied and that no adverse
effect
to the Partnership does or may result from such admission; and
(ii) such Assignee shall have executed a transfer agreement and such
other
forms, including a power of attorney to the effect required by Section
15,
as the General Partner reasonably may require to determine compliance
with
this Section 10.
(b) An Assignee of Units who does not become a Substitute Limited
Partner
in accordance with this Section 10.3 and who desires to make a
further
Assignment of his Units shall be subject to all the provisions of Sections
10.2,
10.3 and 10.4 to the same extent and in the same manner as a Limited
Partner
desiring to make an Assignment of his Units. Failure or refusal of the
General
Partner to admit an Assignee as a Substitute Limited Partner shall in no
way
affect the right of such Assignee to receive distributions from
Distributable
Cash From Operations and Distributable Cash From Sales and the share of
the
Profits or Losses for Tax Purposes to which his predecessor in interest
would
have been entitled in accordance with Section 8.
10.4 Status of an Assigning Limited Partner.
Any Limited Partner that shall Assign the entire Partnership
Interest
owned by such Limited Partner to an Assignee who shall become a
Substitute
Limited Partner shall cease to be a Limited Partner in the Partnership and
shall
no longer have any of the rights or privileges of a Limited Partner in
the
Partnership.
10.5 Limited Right of Presentment for Redemption of Units.
(a) Commencing with the second full calendar quarter following the
Final
Closing Date and at any time and from time to time thereafter until
termination
of the Partnership, any Limited Partner (other than an Affiliated
Limited
Partner) may request that the Partnership redeem, and, subject to
the
availability of funds in accordance with clause (b) below and the
other
provisions of this Section 10.5 and provided that the Partnership shall not,
in
any calendar year, redeem Partnership Interests that, in the aggregate,
exceed
2% of the total Partnership Interests outstanding as of the last day of
such
year, with the prior Consent of the General Partner, the Partnership
shall
redeem, for cash, up to 100% of the Partnership Interest of such
Limited
Partner, at the Applicable Redemption Price. The Partnership shall be under
no
obligation to redeem Units of a Limited Partner and shall do so only in the
sole
and absolute discretion of the General Partner.
(b) No reserves shall be established by the Partnership for the
redemption
of Units. The availability of funds for the redemption of any Unit shall
be
subject to the availability of sufficient Distributable Cash. Furthermore,
Units
may be redeemed only if such redemption would not impair the capital or
the
Operations of the Partnership and would not result in the termination under
the
Code of the Partnership's taxable year or of its federal income tax status
as a
partnership.
(c) A Limited Partner desiring to have a portion or all of his
Units
redeemed shall submit a written request to the General Partner on a
form
approved by the General Partner duly signed by all owners of such Units on
the
books of the Partnership. Redemption requests hereunder shall be deemed given
on
the earlier of the date the same is (i) personally delivered with
receipt
acknowledged, or (ii) mailed by certified mail, return receipt
requested,
postage prepaid, at the General Partner's address set forth herein.
Requests
arising from death, major medical expense and family emergency related
to
disability or a material loss of family income, collectively
"Hardship
Redemptions" shall be treated as having been received at 12:01 A.M. EST and
all
other redemption requests shall be deemed received with the start of
the
business day during which received. The General Partner shall promptly accept
or
deny each redemption request. The General Partner shall, in its sole
discretion,
decide whether a redemption is in the best interests of the Partnership.
(d) In the event that the General Partner receives requests for
the
Partnership to redeem more Units than there are funds sufficient to redeem,
the
General Partner shall honor redemption requests in the order in which
duly
executed and supported redemption requests are received. The General
Partner
shall use its reasonable efforts to honor requests for redemptions of Units
with
the same request date first as to Hardship Redemptions, second so as to
provide
liquidity for IRAs or Qualified Plans to meet required distributions and
finally
as to all other redemption requests.
(e) Within 30 days following the date upon which the General
Partner
receives a written request from any Limited Partner to redeem Units held by
such
Limited Partner, the General Partner shall deliver written notice to
such
Limited Partner indicating (i) the number, if any, of such Units to be
redeemed
and (ii) if appropriate, the date of redemption thereof, which shall be a
date
within 30 days following the date of such notice, and the Applicable
Redemption
Price with respect thereto. Not less than ten (10) days prior to the
redemption
date specified in the Partnership's notice, the Limited Partner
requesting
redemption shall deliver to the Partnership all transfer instruments and
other
documents reasonably requested by the Partnership to evidence such
redemption
and the Partnership shall pay to such Limited Partner the Applicable
Redemption
Price per Unit redeemed. In the event that all Units of any Limited Partner
are
so redeemed, such Limited Partner shall be deemed to have withdrawn from
the
Partnership and shall, from and after the date of the redemption of all Units
of
such Limited Partner, cease to have the rights of a Limited Partner.
Section DISSOLUTION AND WINDING-UP.
11.1 Events Causing Dissolution.
The Partnership shall be dissolved upon the happening of any of
the
following events (each a "Dissolution Event"):
(a) the withdrawal of the General Partner, unless a Substitute
General
Partner shall have been admitted to the Partnership in accordance with
Section
9.5; or
(b) the voluntary dissolution of the Partnership (i) by the
General
Partner with the Consent of the Majority Interest or (ii) subject to Section
13,
by the Consent of the Majority Interest without action by the General
Partner;
or
(c) the Sale of all or substantially all of the assets of the
Partnership (which Sale prior to the end of the Reinvestment Period
requires the Consent of the Majority Interest); or
(d) the expiration of the Partnership term specified in Section
4 of this Agreement; or
(e) the Operations of the Partnership shall cease to constitute
legal activities under the Delaware Act or any other applicable law; or
(f) any other event which causes the dissolution or winding-up of
the
Partnership under the Delaware Act to the extent not otherwise provided
herein.
11.2 Winding Up of the Partnership; Capital Contribution by the
General
Partner Upon Dissolution11.2 Winding Up of the Partnership; Capital
Contribution
by the General Partner Upon Dissolution.
(a) Upon the occurrence of a Dissolution Event, the winding-up of
the
Partnership and the termination of its existence shall be accomplished
as
follows:
(i) the General Partner (or if there shall be none, such other
Person
as shall be selected by the Consent of the Majority Interest, or if
no
such other Person is so selected, such other Person as is required by
law
to wind up the affairs of the Partnership, which Person, in either
event,
may exercise all of the powers granted to the General Partner herein
and
is hereby authorized to do any and all acts and things authorized by
law
and by this Agreement for such purposes and any and all such other acts
or
things consistent therewith as may be expressly authorized by the
Majority
Interest) shall proceed with the liquidation of the
Partnership
(including, without limitation, the Sale of any remaining Investments
and
cancellation of the Certificate of Limited Partnership), and is
hereby
authorized to adopt such plan, method or procedure as may be
deemed
reasonable by the General Partner (or such other Person effecting
the
winding up) to effectuate an orderly winding-up;
(ii) all Profits or Losses or items thereof and all amounts
required
to be specially allocated pursuant to Section 8.2(f) for the period
prior
to final termination shall be credited or charged, as the case may be,
to
the Partners in accordance with Section 8;
(iii) in the event that, after all requirements of clauses (i)
and
(ii) of this Section 11.2(a) shall have been accomplished, the
General
Partner shall have a deficit balance in its Capital Account, the
General
Partner shall contribute within thirty (30) days to the Partnership
as a
Capital Contribution an amount equal to the lesser of (A) the amount
of
such deficit balance or (B) the excess of 1.01% of the total
Capital
Contributions of the Limited Partners over the capital
previously
contributed by the General Partner (for this purpose, any payments made
by
the General Partner as co-signatory or guarantor of any of
the
indebtedness of the Partnership and not yet reimbursed to the
General
Partner at the time of dissolution of the Partnership and any amounts
due
and unpaid to the General Partner on, under or with respect to
any
Partnership Loans at the time of such dissolution shall be deemed to
be
Capital Contributions by the General Partner to the Partnership and
any
obligation of the Partnership to reimburse or repay such amounts
shall
thereupon cease);
(iv) the proceeds from Sales and all other assets of the
Partnership
shall be applied and distributed in liquidation as provided in
Section
11.3; and
(v) the General Partner (or such other Person effecting the
winding
up) shall file such certificates and other documents as shall be
required
by the Delaware Act, the Code and any other applicable laws to
terminate
the Partnership.
(b) If the winding-up of the Partnership is effected by the
General
Partner, the General Partner shall be compensated for its services in
connection
therewith as provided in Section 6.4 of this Agreement and, if such winding
up
is effected by any such other Person (whether selected by the Majority
Interest
or as required by law), such other Person shall be compensated for its
services
in connection therewith in an amount not in excess of the amount
customarily
paid to non-affiliated third parties rendering similar services in respect
of
similar entities in the same geographic location.
11.3 Application of Liquidation Proceeds Upon Dissolution.
Following the occurrence of any Dissolution Event, the proceeds
of
liquidation and the other assets of the Partnership shall be applied as
follows
and in the following order of priority:
(a) first, to the payment of creditors of the Partnership in
order of priority as provided by law, except obligations to Partners or
their Affiliates;
(b) next, to the setting up of any reserve that the General Partner
(or
such other Person effecting the winding-up) shall determine is
reasonably
necessary for any contingent or unforeseen liability or obligation of
the
Partnership or the Partners; such reserve may, in the sole and
absolute
discretion of the General Partner (or such other Person effecting the
winding
up) be paid over to an escrow agent selected by it to be held in escrow for
the
purpose of disbursing such reserve in payment of any of the
aforementioned
contingencies, and at the expiration of such period as the General Partner
(or
such other Person effecting the winding up) may deem advisable, to
distribute
the balance thereafter remaining as provided in clauses (c)-(e) of this
Section
11.3.
(c) next, to the payment of all obligations to the Partners in
proportion
to and to the extent of advances made by each Partner pursuant to the
provisions
of this Agreement;
(d) next, to the payment of all reimbursements to which the
General Partner or any Affiliate of the General Partner may be entitled
pursuant to this Agreement; and
(e) thereafter, to the Partners in proportion to and to the
extent of the positive balances of their Capital Accounts.
11.4 No Recourse Against Other Partners.
Following the occurrence of any Dissolution Event, each Limited
Partner
shall look solely to the assets of the Partnership for the return of, and
any
return on, such Limited Partner's Capital Contribution. If, after the
complete
payment and discharge of all debts, liabilities and other obligations of
the
Partnership, the assets of the Partnership are insufficient to provide
the
return of, or a return on, the Capital Contribution of any Limited Partner,
such
Limited Partner shall have no recourse against any other Limited Partner or
the
General Partner, except to the extent that the General Partner is obligated
to
make an additional Capital Contribution to the Partnership pursuant to
Section
11.2(a)(iii) hereof.
Section FISCAL MATTERS.
12.1 Title to Property and Bank Accounts.
Except to the extent that trustees, nominees or other agents are
utilized
as permitted by Section 6.1(b)(ii)(F), all Investments and other assets of
the
Partnership shall be held in the name of the Partnership. The funds of
the
Partnership shall be deposited in the name of the Partnership in such
bank
account or accounts as shall be designated by the General Partner,
and
withdrawals therefrom shall be made upon the signature of the General Partner
or
such Person or Persons as shall be designated in writing by the General
Partner.
The funds of the Partnership shall not be commingled with the funds of any
other
Person.
12.2 Maintenance of and Access to Basic Partnership Documents.
(a) The General Partner shall maintain at the Partnership's
principal
office, the following documents:
(i) the Participant List;
(ii) a copy of the Certificate of Limited Partnership and all
amendments
thereto, together with executed copies of any powers of attorney
pursuant
to which the Certificate or any such amendment has been executed;
(iii) copies of this Agreement and any amendments hereto;
(iv) copies of the audited financial statements of the Partnership for
the
three most recently completed Fiscal Years, including, in each case,
the
balance sheet and related statements of operations, cash flows and
changes
in Partners' equity at or for such Fiscal Year, together with the
report
of the Partnership's independent auditors with respect thereto;
(v) copies of the Partnership's federal, state and local income
tax
returns and reports, if any, for the three most recently completed
Fiscal
Years;
(vi) records as required by applicable tax authorities including
those
specifically required to be maintained by "tax shelters", if so
required
by the Partnership; and
(vii) investor suitability records for Units sold by any
Affiliate of the General Partner.
(b) Each Limited Partner and his designated representative shall be
given
access to all of the foregoing records of the Partnership and such other
records
of the Partnership which relate to business affairs and financial condition
of
the Partnership, and may inspect the same and make copies of the same
(subject,
in the case of copying the Participant's List, to compliance with clause (c)
of
this Section 12.2) at such Limited Partner's expense, during normal
business
hours upon reasonable advance written notice to the General Partner,
which
notice shall specify the date and time of the intended visit and identify
with
reasonable specificity the documents which such Limited Partner or
its
representative will wish to examine or copy or both.
(c) A copy of the Participant List shall be mailed to any Limited
Partner
making written request for the Participant List within ten (10) days of
such
request (or, if later, within seven (7) days of the Partnership's receipt
of
such request); provided that the General Partner may request, and shall
be
entitled to first receive, (i) reimbursement of the reasonable cost of
copying
and mailing of the Participant List to the Limited Partner, and
(ii) a
representation from such Limited Partner that the Participant List is not
being
requested for a commercial purpose unrelated to such Limited Partner's
interest
as a Limited Partner relative to the affairs of the Partnership. The
purposes
for which a Limited Partner may request a copy of the Participant List
include,
without limitation, matters relating to the Limited Partners' voting
rights
under this Agreement and the exercise of Limited Partners' proxy rights
under
federal or state securities laws.
(d) If the General Partner refuses or neglects to (i) permit a
Limited
Partner or his duly authorized representative to examine the Participant
List
(as provided in Paragraph (b) of this Section 12.2) or (ii) produce and
mail a
copy of the Participant List within ten (10) days after such request (or,
if
later, within seven (7) days of the Partnership's receipt of the
applicable
Limited Partner's written request) (as provided in Paragraph (c) of this
Section
12.2), the General Partner shall be liable to such Limited Partner for
the
costs, including attorneys' fees, incurred by such Limited Partner to
compel
production of the Participant List, and for the actual damages suffered by
such
Limited Partner by reason of such refusal or neglect; provided, that it shall
be
a defense to liability under this clause (d) that (x) the requesting
Limited
Partner has failed or refused to make the representation described in
clause
(c)(ii) of this Section 12.2 after being requested to do so by the
General
Partner or (y) the actual purpose and reason for such Limited Partner's
requests
for inspection or for a copy of the Participant List is to secure such List
for
the purpose of (1) selling, or reproducing and selling, such List or any
portion
of the information contained therein, or (2) using such List or any of
such
information for a commercial purpose other than in the interest of the
Limited
Partner relative to the affairs of the Partnership. The remedies provided
under
this Section 12.2 to Limited Partners requesting copies of the Participant
List
are in addition to, and shall not in any way limit, other remedies available
to
Limited Partners under federal law or the laws of any state.
12.3 Financial Books and Accounting.
The General Partner shall keep, or cause to be kept, complete and
accurate
financial books and records with respect to the business and affairs of
the
Partnership. Except to the extent otherwise required by the accounting
methods
adopted by the Partnership for federal income tax purposes, such books
and
records shall be kept on an accrual basis and all financial statements of
the
Partnership shall be prepared for each Fiscal Year in accordance with
generally
accepted accounting principles as applied within the United States of America.
12.4 Fiscal Year.
Except as may otherwise be determined from time to time by the
General
Partner (in a manner which is consistent with the Code and the
Treasury
Regulations thereunder or is consented to by the IRS), the Fiscal Year of
the
Partnership for both federal income tax and financial reporting purposes
shall
end on December 31 of each year.
12.5 Reports.
(a) Quarterly Reports. Within 60 days after the end of each of the
first
three Fiscal Quarters of each Fiscal Year, the General Partner shall send,
to
each Person who was a Limited Partner at any time during such Fiscal
Quarter,
the following written materials:
(i) a report containing the same financial information as is contained
in
the Partnership's quarterly report on Form 10-Q filed with the
Commission
under the Securities Exchange Act of 1934, as amended, which shall
include
unaudited financial statements for the Partnership at and for such
Fiscal
Quarter, including a balance sheet and related statements of
operations,
cash flows and changes in Partners' equity, all of which
financial
statements shall be prepared in accordance with Section 12.3;
(ii) a tabular summary, prepared by the General Partner, with respect
to
the fees and other compensation and costs and expenses which were paid
or
reimbursed by the Partnership to the Sponsor during such Fiscal
Quarter,
identified and properly allocated as to type and amount. Such
tabulation
shall (A) include a detailed statement identifying any services
rendered
or to be rendered to the Partnership and the compensation
received
therefor and (B) summarize the terms and conditions of any contract,
which
was not filed as an exhibit to the Registration Statement, as amended
and
in effect as on the Effective Date. The requirement for such summary
shall
not be circumvented by lump-sum payments to non-Affiliates who
then
disburse the funds to, or for the benefit of, the Sponsor; and
(iii) until all Capital Contributions have been invested or committed
to
investment in Investments and Reserves (not exceeding 3% of Gross
Offering
Proceeds), used to pay permitted Front-End Fees or returned to the
Limited
Partners (as provided in Section 8.7, above), a special report
concerning
all Investments made during such Fiscal Quarter which shall include
(A) a
description of the types of Equipment acquired and Financing
Transactions
made, (B) the total Purchase Price paid for such categories
of
Investments, (C) the amounts of Capital Contributions and
indebtedness
used to acquire such Investments, (D) the Acquisition Fees and
Acquisition
Expenses paid (identified by party) in connection therewith and (E)
the
amount of Capital Contributions, if any, which remain unexpended
and
uncommitted to pending Investments as of the end of such Fiscal Quarter.
(b) Annual Reports. Within 120 days after the end of each Fiscal Year,
the
General Partner shall send to each Person who was a Limited Partner at any
time
during such Fiscal Year the following written materials:
(i) financial statements for the Partnership for such Fiscal
Year,
including a balance sheet as of the end of such Fiscal Year and
related
statements of operations, cash flows and changes in Partners'
equity,
which shall be prepared in accordance with Section 12.3 and shall
be
accompanied by an auditor's report containing an opinion of
the
Accountants;
(ii) an analysis, prepared by the General Partner (which need not
be
audited, but shall be reviewed, by the Accountants), of distributions
made
to the General Partner and the Limited Partners during such Fiscal
Year
separately identifying the portion (if any) of such distributions from:
(A) Cash Flow during such period;
(B) Cash Flows from prior periods;
(C) Cash From Sales;
(D) Capital Contributions originally used to establish a
Reserve;
(iii) a status report with respect to each piece of Equipment and
each
Financing Transaction which individually represents at least 10% of
the
aggregate Purchase Price of the Partnership's Investments held at the
end
of such Fiscal Year, which report shall state:
(A) the condition of each such item of Equipment and of any
personal
property securing any Financing Transaction to which such
report
applies;
(B) how such Equipment was being utilized as of the end of
such
Fiscal Year (i.e., leased, operated directly by the Partnership
or
held for lease, repair or sale);
(C) the remaining term of any Lease to which such Equipment
is subject;
(D) the projected or intended use of such Equipment during
the next following Fiscal Year;
(E) the method used to determine values set forth therein;
(F) such other information as may be relevant to the value or use
of
such Equipment or any personal property securing any such
Financing
Transaction as the General Partner, in good faith, deems
appropriate;
(iv) the annual report shall contain a breakdown of all fees and
other
compensation paid, and all costs and expenses reimbursed, to the
Sponsor
by the Partnership during such Fiscal Year identified (and
properly
allocated) as to type and amount:
(A) In the case of any fees and other compensation, such
breakdown
shall identify the services rendered or to be rendered to
the
Partnership and the compensation therefor and shall summarize
the
terms and conditions of any contract which was not filed as
an
exhibit to the Registration Statement, as amended and in effect
on
the Effective Date. The requirement for such information shall not
be
circumvented by lump-sum payments to non-Affiliates who then
disburse
the funds to, or for the benefit of, the Sponsor;
(B) In the case of reimbursed costs and expenses, the General
Partner
shall also prepare an allocation of the total amount of all
such
items and shall include support for such allocation to
demonstrate
how the Partnership's portion of such total amounts were
allocated
between the Partnership and any other Programs in accordance
with
this Agreement and the respective governing agreements of such
other
Programs. Such cost and expense allocation shall be reviewed by
the
Accountants in connection with their audit of the
financial
statements of the Partnership for such Fiscal Year in accordance
with
the American Institute of Certified Public Accountants United
States
Auditing standards relating to special reports and such
Accountants
shall state that, in connection with the performance of such
audit,
such Accountants reviewed, at a minimum, the time records of, and
the
nature of the work performed by, individual employees of the
Sponsor,
the cost of whose services were reimbursed; and
(C) The additional costs of the special review required by
this
clause will be itemized by the Accountants on a Program by
Program
basis and may be reimbursed to the Sponsor by the Partnership
in
accordance with this subparagraph only to the extent
such
reimbursement, when added to the cost for all administrative
services
rendered, does not exceed the competitive rate for such services
as
determined in such report;
(v) until all Capital Contributions have been invested or committed
to
investment in Investments and Reserves (not exceeding 3% of Gross
Offering
Proceeds), used to pay permitted Front-End Fees or returned to the
Limited
Partners (as provided in Section 8.7, above), a special report
concerning
all Investments made during such Fiscal Year which shall include
(A) a
description of the types of Equipment acquired or Financing
Transactions
made, (B) the total Purchase Price paid for such categories
of
Investments, (C) the amounts of Capital Contributions and
indebtedness
used to acquire such Investments, (D) the Acquisition Fees and
Acquisition
Expenses paid (identified by party) in connection therewith and (E)
the
amount of Capital Contributions, if any, which remain unexpended
and
uncommitted to pending Investments as of the end of such Fiscal Year.
12.6 Tax Returns and Tax Information.
The General Partner shall:
(a) prepare or cause the Accountants to prepare, in accordance
with
applicable laws and regulations, the tax returns (federal, state, local
and
foreign, if any) of the Partnership for each Fiscal Year within 75 days
after
the end of such Fiscal Year; and
(b) deliver to each Partner by March 15 following each Fiscal Year a
Form
K-1 or other statement setting forth such Partner's share of the
Partnership's
income, gains, losses, deductions, and items thereof, and credits if any,
for
such Fiscal Year.
12.7 Accounting Decisions.
All decisions as to accounting matters, except as specifically provided
to
the contrary herein, shall be made by the General Partner in accordance with
the
accounting methods adopted by the Partnership for federal income tax purposes
or
otherwise in accordance with generally accepted accounting principles.
Such
decisions must be acceptable to the Accountants, and the General Partner
may
rely upon the advice of the Accountants as to whether such decisions are
in
accordance with the methods adopted by the Partnership for federal income
tax
purposes or generally accepted accounting principles.
12.8 Federal Tax Elections.
The Partnership, in the sole and absolute discretion of the
General
Partner, may make elections for federal tax purposes as follows:
(a) In case of a transfer of all or part of the Partnership Interest
of a
Partner, the Partnership, in the absolute discretion of the General Partner,
may
timely elect pursuant to Section 754 of the Code (or corresponding provisions
of
future law), and pursuant to similar provisions of applicable state or
local
income tax laws, to adjust the basis of the assets of the Partnership. In
such
event, any basis adjustment attributable to such election shall be
allocated
solely to the transferee.
(b) All other elections, including but not limited to the adoption
of
accelerated depreciation and cost recovery methods, required or permitted to
be
made by the Partnership under the Code shall be made by the General Partner
in
such manner as will, in the opinion of the General Partner (as advised by
Tax
Counsel or the Accountants as the General Partner deems necessary) be
most
advantageous to the Limited Partners as a group. The Partnership shall, to
the
extent permitted by applicable law and regulations, elect to treat as an
expense
for federal income tax purposes all amounts incurred by it for state and
local
taxes, interest and other charges which may, in accordance with applicable
law
and regulations, be considered as expenses.
12.9 Tax Matters Partner.
(a) The General Partner is hereby designated as the "Tax Matters
Partner"
under Section 6231(a)(7) of the Code and may hereafter designate its
successor
as Tax Matters Partner, to manage administrative and judicial tax
proceedings
conducted at the Partnership level by the Internal Revenue Service with
respect
to Partnership matters. Any Partner shall have the right to participate in
such
administrative or judicial proceedings relating to the determination
of
Partnership items at the Partnership level to the extent provided by
Section
6224 of the Code. The Limited Partners shall not act independently with
respect
to tax audits or tax litigation affecting the Partnership, and actions taken
by
the General Partner as Tax Matters Partner in connection with tax audits
shall
be binding in all respects upon the Limited Partners.
(b) The Tax Matters Partner shall have the following duties;
(i) To the extent and in the manner required by applicable law
and
regulations, the Tax Matters Partner shall furnish the name,
address,
Interest and taxpayer identification number of each Partner to
the
Secretary of the Treasury or his delegate (the "Secretary"); and
(ii) To the extent and in the manner required by applicable law
and
regulations, the Tax Matters Partner shall keep each Partner informed
of
administrative and judicial proceedings for the adjustment at
the
Partnership level of any item required to be taken into account
by a
Partner for income tax purposes (such judicial proceedings referred
to
hereinafter as "judicial review").
(c) Subject to Section 6.3 hereof, the Partnership shall indemnify
and
reimburse the Tax Matters Partner for all expenses, including legal
and
accounting fees, claims, liabilities, losses and damages incurred in
connection
with any administrative or judicial proceeding with respect to the tax
liability
of the Partners. The payment of all such expenses shall be made before
any
distributions are made from Cash from Operations or Cash From Sales. Neither
the
General Partner nor any Affiliate nor any other Person shall have any
obligation
to provide funds for such purpose. The taking of any action and the incurring
of
any expense by the Tax Matters Partner in connection with any such
proceeding,
except to the extent required by law, is a matter in the sole and
absolute
discretion of the Tax Matters Partner; and the provisions on limitations
of
liability of the General Partner and indemnification set forth in Section 6.3
of
this Agreement shall be fully applicable to the Tax Matters Partner in
its
capacity as such.
(d) The Tax Matters Partner is hereby authorized, but not
required:
(i) to enter in to any settlement with the IRS or the Secretary
with
respect to any tax audit or judicial review, in which agreement the
Tax
Matters Partner may expressly state that such agreement shall bind
the
other Partners, except that such settlement agreement shall not bind
any
Partner who (within the time prescribed pursuant to Section 6224(c)(3)
of
the Code and regulations thereunder) files a statement with the
Secretary
providing that the Tax Matters Partner shall not have the authority
to
enter into a settlement agreement on the behalf of such Partner;
(ii) in the event that a notice of a final administrative adjustment
at
the partnership level of any item required to be taken into account
by a
Partner for tax purposes (a "final adjustment") is mailed to the
Tax
Matters Partner, to seek judicial review of such final
adjustment,
including the filing of a petition for readjustment with the Tax
Court,
the District Court of the United Sates for the district in which
the
partnership's principal place of business is located, the United
States
Court of Claims or any other appropriate forum;
(iii) to intervene in any action brought by any other Partner for
judicial review of a final adjustment;
(iv) to file a request for an administrative adjustment with the
Secretary
at any time and, if any part of such request is not allowed by
the
Secretary, to file a petition for judicial review with respect to
such
request;
(v) to enter into an agreement with the IRS to extend the period
for
assessing any tax which is attributable to any item required to be
taken
in to account by a Partner for tax purposes, or an item affected by
such
item; and
(vi) to take any other action on behalf of the Partners or the
Partnership
in connection with any administrative or judicial tax proceeding to
the
extent permitted by applicable law or regulations.
<PAGE>
12.10 Reports to StateAuthorities.
The General Partner shall prepare and file with all appropriate
state
regulatory bodies and other authorities all reports required to be so filed
by
state securities or "blue sky" authorities and by the NASAA Guidelines.
Section 13.MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS.
13.1 Meetings of the Limited Partners.
(a) A meeting of the Limited Partners may be called by the General
Partner
on its own initiative, and shall be called by the General Partner following
its
receipt of written request(s) for a meeting from Limited Partners holding 10%
or
more of the then outstanding Units, to act upon any matter on which the
Limited
Partners may vote (as set forth in this Agreement). Every such request
for a
meeting shall state with reasonable specificity (i) the purpose(s) for
which
such meeting is to be held and (ii) the text of any matter, resolution or
action
proposed to be voted upon by the Limited Partners at such meeting (which
text
the General Partner shall, subject to the provisions of Section 13.3, submit
an
accurate summary of such proposal in its Notice of such meeting to the
Limited
Partners). Within ten days following the receipt of such a request, the
General
Partner shall give Notice to all Limited Partners of such meeting in the
manner
and for a time and place as specified in paragraph 13.1(b). In addition,
the
General Partner acting on its own initiative may, and following its receipt
of
written request(s) therefor from Limited Partners holding more than 10% of
the
then outstanding Units shall, submit for action by Consent of the
Limited
Partners, in lieu of a meeting, any matter on which the Limited Partners
may
vote (as set forth in this Section 13.
(b) A Notice of any such meeting (or action by written Consent
without a
meeting) shall be given to all Limited Partners either (i) personally or by
mail
(if such meeting is being called, or Consent action is being solicited, by
the
General Partner upon the request of the Limited Partners) or (ii) by
regular
mail (if such meeting is being called, or Consent action is being solicited,
by
the General Partner on its own initiative) and a meeting called pursuant to
such
Notice shall be held (or Consent action taken) not less than 15 days nor
more
than 60 days after the date such Notice is distributed. Such Notice shall
be
delivered or mailed to each Limited Partner at his record address, or at
such
other address as he may have furnished in writing to the General Partner
for
receipt of Notices, and shall state the place, date and time of such
meeting
(which shall be the place, date and time, if any, specified in the request
for
such meeting or such other place, date and time as the General Partner
shall
determine to be reasonable and convenient to the Limited Partners) and
shall
state the purpose(s) for which such meeting is to be held. If any meeting of
the
Limited Partners is properly adjourned to another time or place, and if
any
announcement of the adjournment of time or place is made at the meeting,
it
shall not be necessary to give notice of the adjourned meeting. The presence
in
person or by proxy of the Majority Interest shall constitute a quorum at
all
meetings of the Limited Partners; provided, however, that, if there be no
such
quorum, holders of a majority of the Interests so present or so represented
may
adjourn the meeting from time to time without further notice, until a
quorum
shall have been obtained. No Notice of any meeting of Limited Partners need
be
given to any Limited Partner who attends in person or is represented by
proxy
(except when a Limited Partner attends a meeting for the express purpose
of
objecting at the beginning of the meeting to the transaction of any business
on
the ground that the meeting is not lawfully called or convened) or to
any
Limited Partner otherwise entitled to such Notice who has executed and
filed
with the records of the meeting, either before or after the time
thereof, a
written waiver of such Notice.
(c) For the purpose of determining the Limited Partners entitled to
vote
on any matter submitted to the Limited Partners at any meeting of such
Limited
Partners (or to take action by Consent in lieu thereof), or any
adjournment
thereof, the General Partner or the Limited Partners requesting such meeting
may
fix, in advance, a date as the record date, which shall be a date not more
than
fifty (50) days nor less than ten (10) days prior to any such meeting
(or
Consent action), for the purpose of any such determination.
(d) Any Limited Partner may authorize any Person or Persons to act
for
such Limited Partner by proxy in respect of all matters as to which such
Limited
Partner is entitled to participate, whether by waiving Notice of any
meeting,
taking action by Consent or voting as to any matter or participating
at a
meeting of the Limited Partners. Every proxy must be signed by a Limited
Partner
or his attorney-in-fact. No proxy shall be valid after the expiration of
eleven
months from the date thereof unless otherwise provided in the proxy. Every
proxy
shall be revocable at the pleasure of the Limited Partner executing it.
(e) At each meeting of the Limited Partners, the Limited Partners
present
or represented by proxy may adopt such rules for the conduct of such meeting
as
they shall deem appropriate, provided that such rules shall not be
inconsistent
with the provisions of this Agreement.
13.2 Voting Rights of the Limited Partners.
Subject to Section 13.3, the Limited Partners, acting by Consent of
the
Majority Interest may take the following actions without the concurrence of
the
General Partner:
(a) amend this Agreement, other than (1) in any manner to allow
the
Limited Partners to take part in the control or management of the
Partnership's
business, and (2) without the specific Consent of the General Partner, to
alter
the rights, powers and duties of the General Partner as set forth in
this
Agreement;
(b) dissolve the Partnership;
(c) remove the General Partner and elect one or more Substitute
General Partners; and
(d) approve or disapprove of the Sale or series of Sales of all
or
substantially all the assets of the Partnership except for any such Sale
or
series of Sales in the ordinary course of liquidating the
Partnership's
Investments during the Disposition Period.
In determining the requisite percentage in interest of Units necessary
to
approve a matter on which the Sponsor may not vote or consent, any Units
owned
by the Sponsor shall not be included. With respect to any Interests owned by
the
Sponsor, the Sponsor may not vote on matters submitted to the Limited
Partners
regarding the removal of the Sponsor or regarding any transaction between
the
Program and the Sponsor. In determining the requisite percentage and interest
of
Interests necessary to approve a matter in which a Sponsor may not vote
or
consent, any Interests owned by the Sponsor shall not be included.
13.3 Limitations on Action by the Limited Partners.
The rights of the Limited Partners under Section 13.2 shall not
be
exercised or be effective in any manner (a) to subject a Limited Partner
to
liability as a general partner under the Delaware Act or under the laws of
any
other jurisdiction in which the Partnership may be qualified or own an item
of
Equipment or (b) to contract away the fiduciary duty owed to such
Limited
Partner by the Sponsor under common law. Any action taken pursuant to
Section
13.2 shall be void if any non-Affiliated Limited Partner, within 45 days
after
such action is taken, obtains a temporary restraining order,
preliminary
injunction or declaratory judgment from a court of competent jurisdiction
on
grounds that, or an opinion of legal counsel selected by the Limited Partners
to
the effect that, such action, if given effect, would have one or more of
the
prohibited effects referred to in this Section 13.3. For purposes of
this
Section 13.3, counsel shall be deemed to have been selected by the
Limited
Partners if such counsel is affirmatively approved by the Consent of
the
Majority Interest within 45 days of the date that the holders of 10% or more
of
the Units propose counsel for this purpose.
Section 14. AMENDMENTS.
14.1 Amendments by the General Partner.
Subject to Section 13.2 of this Agreement and all applicable law,
this
Agreement may be amended, at any time and from time to time, by the
General
Partner without the Consent of the Majority Interest to effect any change
in
this Agreement for the benefit or protection of the Limited Partners,
including,
without limitation:
(a) to add to the representations, duties or obligations of the
General Partner or to surrender any right or power granted to the
General Partner herein;
(b) to cure any ambiguity, to correct or supplement any provision
herein
that may be inconsistent with any other provision herein or to add any
other
provision with respect to matters or questions arising under this Agreement
that
will not be inconsistent with the terms of this Agreement;
(c) to preserve the status of the Partnership as a "limited
partnership"
for federal income tax purposes (or under the Delaware Act or any comparable
law
of any other state in which the Partnership may be required to be qualified);
(d) to delete or add any provision of or to this Agreement required to
be
so deleted or added by the staff of the Commission, by any other federal
or
state regulatory body or other agency (including, without limitation, any
"blue
sky" commission) or by any Administrator or similar such official;
(e) to permit the Units to fall within any exemption from the
definition
of "plan assets" contained in Section 2510.3-101 of Title 29 of the Code
of
Federal Regulations;
(f) if the Partnership is advised by Tax Counsel, by the
Partnership's
Accountants or by the IRS that any allocations of income, gain, loss
or
deduction provided for in this Agreement are unlikely to be respected
for
federal income tax purposes, to amend the allocation provisions of
this
Agreement, in accordance with the advice of such Tax Counsel, such
Accountants
or the IRS, to the minimum extent necessary to effect as nearly as
practicable
the plan of allocations and distributions provided in this Agreement; and
(g) to change the name of the Partnership or the location of its
principal office.
14.2 Amendments with the Consent of the Majority Interest.
In addition to the amendments permitted to be made by the General
Partner
pursuant to Section 14.1, the General Partner may propose to the
Limited
Partners, in writing, any other amendment to this Agreement. The General
Partner
may include in any such submission a statement of the purpose for the
proposed
amendment and of the General Partner's opinion with respect thereto. Upon
the
Consent of the Majority Interest, such amendment shall take effect;
provided,
however, that (a) no such amendment shall increase the liability of any
Partner
or adversely affect any Partner's share of distributions of cash or
allocations
of Profits or Losses for Tax Purposes or of any investment tax credit amounts
of
the Partnership without in each case the consent of each Partner
affected
thereby; and (b) no such amendment shall modify or amend this Section 14
without
the consent of each Limited Partner.
Section 15. POWER OF ATTORNEY.
15.1 Appointment of Attorney-in-Fact.
By their subscription for Units and their admission as Limited
Partners
hereunder, Limited Partners make, constitute and appoint the General
Partner,
each authorized officer of the General Partner and each Person who
shall
thereafter become a Substitute General Partner during the term of
the
Partnership, with full power of substitution, the true and
lawful
attorney-in-fact of, and in the name, place and stead of, such Limited
Partner,
with the power from time to time to make, execute, sign, acknowledge, swear
to,
verify, deliver, record, file and publish:
(a) this Agreement, Schedule A to this Agreement and the Certificate
of
Limited Partnership under the Delaware Act and any other applicable laws of
the
State of Delaware and any other applicable jurisdiction, and any amendment
of
any thereof (including, without limitation, amendments reflecting the
addition
of any Person as a Partner or any admission or substitution of other Partners
or
the Capital Contribution made by any such Person or by any Partner) and
any
other document, certificate or instrument required to be executed and
delivered,
at any time, in order to reflect the admission of any Partner
(including,
without limitation, any Substitute General Partner and any Substitute
Limited
Partner);
(b) any other document, certificate or instrument required to reflect
any
action of the Partners duly taken in the manner provided for in this
Agreement,
whether or not such Limited Partner voted in favor of or otherwise consented
to
such action;
(c) any other document, certificate or instrument that may be required
by
any regulatory body or other agency or the applicable laws of the United
States,
any state or any other jurisdiction in which the Partnership is doing or
intends
to do business or that the General Partner deems advisable;
(d) any certificate of dissolution or cancellation of the
Certificate of Limited Partnership that may be reasonably necessary to
effect the termination of the Partnership; and
(e) any instrument or papers required to continue or terminate
the
business of the Partnership pursuant to Sections 9.5 and 11 hereof;
provided
that no such attorney-in-fact shall take any action as attorney-in-fact for
any
Limited Partner if such action could in any way increase the liability of
such
Limited Partner beyond the liability expressly set forth in this Agreement
or
alter the rights of such Limited Partner under Section 8, unless (in
either
case) such Limited Partner has given a power of attorney to
such
attorney-in-fact expressly for such purpose.
15.2 Amendments to Agreement and Certificate of Limited
Partnership.
(a) Each Limited Partner is aware that the terms of this Agreement
permit
certain amendments of this Agreement to be effected and certain other actions
to
be taken or omitted by, or with respect to, the Partnership, in each case
with
the approval of less than all of the Limited Partners, if a specified
percentage
of the Partners shall have voted in favor of, or otherwise consented to,
such
action. If, as and when:
(i) any amendment of this Agreement is proposed or any action is
proposed
to be taken or omitted by, or with respect to, the Partnership,
which
amendment or action requires, under the terms of this Agreement,
the
Consent of the Partners;
(ii) Partners holding the percentage of Interests specified in
this
Agreement as being required for such amendment or action have consented
to
such amendment or action in the manner contemplated by this Agreement;
and
(iii) any Limited Partner has failed or refused to consent to
such
amendment or action (hereinafter referred to as the
"non-consenting
Limited Partner"),
then each non-consenting Limited Partner agrees that each
attorney-in-fact
specified in Section 15.1 is hereby authorized and empowered to make,
execute,
sign, acknowledge, swear to, verify, deliver, record, file and publish, for
and
on behalf of such non-consenting Limited Partner, and in his name, place
and
stead, any and all documents, certificates and instruments that the
General
Partner may deem necessary, convenient or advisable to permit such amendment
to
be lawfully made or such action lawfully taken or omitted. Each Limited
Partner
is fully aware that he has executed this special power of attorney and that
each
other Partner will rely on the effectiveness of such special power of
attorney
with a view to the orderly administration of the Partnership's business
and
affairs.
(b) Any amendment to this Agreement reflecting the admission to
the
Partnership of any Substitute Limited Partner shall be signed by the
General
Partner and by or on behalf of the Substitute Limited Partner. Any
amendment
reflecting the withdrawal or removal of the General Partner and the admission
of
any Substitute General Partner of the Partnership upon the withdrawal of
the
General Partner need be signed only by such Substitute General Partner.
15.3 Power Coupled With an Interest.
The foregoing grant of authority by each Limited Partner:
(a) is a special power of attorney coupled with an interest in favor
of
such attorney-in-fact and as such shall be irrevocable and shall survive
the
death, incapacity, insolvency, dissolution or termination of such
Limited
Partner;
(b) may be exercised for such Limited Partner by a signature of
such
attorney-in-fact or by listing or referring to the names of all of the
Limited
Partners, including such Limited Partner, and executing any instrument
with a
single signature of any one of such attorneys-in-fact acting as
attorney-in-fact
for all of them; and
(c) shall survive the Assignment by any Limited Partner of the whole
or
any portion of such Limited Partner's Partnership Interest, provided that,
if
any Assignee of an entire Partnership Interest shall have furnished to
the
General Partner a power of attorney complying with the provisions of
Section
15.1 of this Agreement and the admission to the Partnership of such Assignee
as
a Substitute Limited Partner shall have been approved by the General
Partner,
this power of attorney shall survive such Assignment with respect to
the
assignor Limited Partner for the sole purpose of enabling such
attorneys-in-fact
to execute, acknowledge and file any instrument necessary to effect
such
Assignment and admission and shall thereafter terminate with respect to
such
Limited Partner.
Section 16. GENERAL PROVISIONS.
16.1 Notices, Approvals and Consents.
All Notices, approvals, Consents or other communications hereunder
shall
be in writing and signed by the party giving the same, and shall be deemed
to
have been delivered when the same are (a) deposited in the United States
mail
and sent by first class or certified mail, postage prepaid, (b) hand
delivered,
(c) sent by overnight courier or (d) telecopied. In each case, such
delivery
shall be made to the parties at the addresses set forth below or at such
other
addresses as such parties may designate by notice to the Partnership:
(a) If to the Partnership or the General Partner, at the
principal office of the Partnership, to:
ICON Cash Flow Partners L.P. Seven
c/o ICON Capital Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
Attention: President
Telephone: (914) 698-0600
Telecopy: (914) 698-0699
(b) If to any Limited Partner, at the address set forth in
Schedule A
hereto opposite such Limited Partner's name, or to such other address as may
be
designated for the purpose by Notice from such Limited Partner given in
the
manner hereby specified.
16.2 Further Assurances.
The Partners will execute, acknowledge and deliver such
further
instruments and do such further acts and things as may be required to carry
out
the intent and purpose of this Agreement.
16.3 Captions.
Captions contained in this Agreement are inserted only as a matter
of
convenience and in no way define, limit, extend or describe the scope of
this
Agreement or the intent of any provisions hereof.
16.4 Binding Effect.
Except to the extent required under the Delaware Act and for fees,
rights
to reimbursement and other compensation provided as such, none of the
provisions
of this Agreement shall be for the benefit of or be enforceable by any
creditor
of the Partnership.
16.5 Severability.
If one or more of the provisions of this Agreement or any
application
thereof shall be invalid, illegal or unenforceable in any respect, the
validity,
legality and enforceability of the remaining provisions contained herein and
any
other application thereof shall not in any way be affected or impaired
thereby,
and such remaining provisions shall be interpreted consistently with
the
omission of such invalid, illegal or unenforceable provisions.
16.6 Integration.
This Agreement constitutes the entire agreement among the
parties
pertaining to the subject matter hereof and supersedes all prior
and
contemporaneous agreements and understandings of the parties in
connection
therewith that conflict with the express terms of this Agreement. No
covenant,
representation or condition not expressed in this Agreement shall affect, or
be
effective to interpret, change or restrict, the express provisions of
this
Agreement.
16.7 Applicable Law.
This Agreement shall be construed and enforced in accordance with,
and
governed by, the laws of the State of Delaware, including, without
limitation,
the Delaware Act (except and solely to the extent that provisions of the laws
of
any other jurisdiction are stated to be applicable in any section of
this
Agreement), without giving effect to the conflict of laws provisions thereof.
16.8 Counterparts.
This Agreement may be signed by each party hereto upon a
separate
counterpart (including, in the case of a Limited Partner, a
separate
subscription agreement or signature page executed by one or more such
Partners),
but all such counterparts, when taken together, shall constitute but one and
the
same instrument.
16.9 Creditors.
No creditor who makes a loan to the Partnership shall have or acquire
at
any time, as a result of making such a loan, any direct or indirect interest
in
the profits, capital or property of the Partnership other than as a
secured
creditor except solely by an assignment of the interest of the Limited
Partner
as provided herein above.
16.10 Interpretation.
Unless the context in which words are used in this Agreement
otherwise
indicates that such is the intent, words in the singular shall include
the
plural and in the masculine shall include the feminine and neuter and
vice
versa.
16.11 Successors and Assigns.
Each and all of the covenants, terms, provisions and agreements
herein
contained shall be binding upon and inure to the benefit of the successors
and
assigns of the respective parties hereto.
16.12 Waiver of Action for Partition.
Each of the parties hereto irrevocably waives, during the term of
the
Partnership, any right that he may have to maintain any action for
partition
with respect to the property of the Partnership.
Section 17. DEFINITIONS.
Defined terms used in this Agreement shall have the meanings
specified
below. Certain additional defined terms are set forth elsewhere in
this
Agreement. Unless the context requires otherwise, the singular shall include
the
plural and the masculine gender shall include the feminine and neuter, and
vice
versa, and "Article" and "Section" references are references to the Articles
and
Sections of this Agreement.
"Accountants" means KPMG Peat Marwick LLP, or such other firm
of
independent certified public accountants as shall be engaged from time
to
time by the General Partner on behalf of the Partnership.
"Acquisition Expenses" means expenses (other than Acquisition
Fees)
incurred and paid to any Person which are attributable to selection
and
acquisition of Equipment and Financing Transactions, whether or
not
acquired or entered into, including legal fees and expenses, travel
and
communications expenses, costs of credit reports and
appraisals,
non-refundable option payments on equipment and other tangible
or
intangible personal property not acquired, commissions, selection
fees,
fees payable to finders and brokers which are not Affiliates of
the
Sponsor, accounting fees and expenses, costs of each acquisition of
an
item of Equipment or a Financing Transaction (including the negotiation
of
Leases and the negotiation and documentation of Partnership
borrowings,
including commitment or standby fees payable to Lenders), insurance
costs
and miscellaneous other expenses however designated.
"Acquisition Fees" means, in connection with any Investment, the
amount
payable from all sources (including without limitation, Gross
Offering
Proceeds, Indebtedness and reinvestments) in respect of (a) all fees
and
commissions paid by any party in connection with the selection
and
purchase of any item of Equipment and the negotiation and consummation
of
any Financing Transaction by the Partnership, however designated
and
however treated for tax or accounting purposes, and (b) all finder's
fees
and loan fees or points paid in connection therewith to a Lender
not
affiliated with the Sponsor, but not any Acquisition Expenses.
In calculating Acquisition Fees, fees payable by or on behalf of
the
Partnership to finders and brokers which are not Affiliates of the
Sponsor
shall be deducted from the amount of Acquisition Fees payable to
the
Sponsor, and no such fees may be paid to any finder or broker which is
an
Affiliate of the Sponsor.
"Adjusted Capital Account Deficit" means with respect to any
Capital
Account as of the end of any taxable year, the amount by which the
balance
in such Capital Account is less than zero. For this purpose, a
Partner's
Capital Account balance shall be (a) reduced for any items described
in
Treas. Reg. Section 1.704-1(b)(2)(ii)(d)(4),(5), and (6), (b)
increased
for any amount such Partner is unconditionally obligated to contribute
to
the Partnership no later than the end of the taxable year in which
his
Units, or the General Partner's Partnership Interest, are liquidated
(as
defined in Treas. Reg. Section 1.704-1(b)(2)(ii)(g)) or, if later,
within
90 days after such liquidation, and (c) increased for any amount
such
Partner is treated as being obligated to contribute to the
Partnership
pursuant to the penultimate sentences of Treas. Reg.
Sections
1.704-2(g)(1) and 1.704-2(i)(5) (relating to Minimum Gain).
"Adjusted Capital Contribution" means, as to any Limited Partner, as
of
the date of determination, such Limited Partner's Capital
Contribution
reduced, but not below zero, by all distributions theretofore made to
such
Limited Partner by the Partnership which are deemed to be in reduction
of
such Limited Partner's Capital Contribution pursuant to Section
8.3(d)(ii).
"Administrator" means the official or agency administering the
securities laws of a state.
"Affiliate" means, with respect to any Person, (a) any other
Person
directly or indirectly controlling, controlled by or under common
control
with such Person, (b) any officer, director or partner of such Person,
(c)
any other Person owning or controlling 10% or more of the
outstanding
voting securities of such Person and (d) if such Person is an
officer,
director or partner, any other Person for which such Person acts in
such
capacity.
"Affiliated Entity" means any investment entity of whatever form that
is
managed or advised by the General Partner.
<PAGE>
"Affiliated Investment" means any Investment in which the General
Partner,
any Affiliate of the General Partner or any Program sponsored by
the
General Partner or any Affiliate of the General Partner
(including,
without limitation, any Program in which the General Partner or any
such
Affiliate has an interest) either has or in the past has had an
interest,
but excluding any Joint Venture.
"Affiliated Limited Partner" means any officer, employee or
securities
representative of the General Partner or any Affiliate of the
General
Partner or of any Selling Dealer who is admitted as a Limited Partner
at a
Closing.
"Agreement" means this Agreement of Limited Partnership, as the same
may
hereafter be amended, supplemented or restated from time to time.
"Applicable Redemption Price" means, with respect to any Unit, the
amount
(determined as of the date of redemption of such Unit):
(a) during the Reinvestment Period, equal to 85% of the original
Capital
Contribution of such Limited Partner less the sum of (i) 100% of
previous
distributions to such Limited Partner of uninvested Capital
Contributions
pursuant to Section 8.6, (ii) 100% of previous distributions to
such
Limited Partner in redemption of a portion or all of his Units pursuant
to
Section 10.5, (iii) 100% of previous distributions of Distributable
Cash,
(iv) 100% of any previous allocations to such Limited Partner
of
investment tax credit amounts and (v) the aggregate amount, not
exceeding
$150.00, of expenses reasonably incurred by the Partnership in
connection
with the redemption such Unit; and
(b) during the Disposition Period, equal to 100% of the balance of
the
Capital Account of such Limited Partner as of the end of the month
next
preceding such date of redemption less the sum of (i) such
Limited
Partner's pro rata share (without giving effect to such redemption)
of
Profits and Losses of the Partnership (as reasonably estimated by
the
General Partner) for the period commencing on the first calendar day
of
the month in which such redemption date shall occur and (ii) the
aggregate
amount, not exceeding $150.00, of expenses reasonably incurred by
the
Partnership in connection with the redemption such Unit;
provided, however, that in no event shall the applicable redemption
price
computed under either clause (a) or (b) of this definition exceed
an
amount equal to such Limited Partner's Capital Account balance as of
the
end of the calendar quarter preceding such redemption minus
cash
distributions which have been made or are due to be made for the
calendar
quarter in which the redemption occurs (for a redemption of all
Units
owned by such Limited Partner or that portion of such amount which
is
proportionate to the percentage of such Limited Partner's Units which
are
redeemed in the case of partial redemptions).
"Assignee" means any Person to whom any Partnership Interest has
been
Assigned, in whole or in part, in a manner permitted by Section 10.2
of
this Agreement.
"Assignment" means, with respect to any Partnership Interest or any
part
thereof, the offer, sale, assignment, transfer, gift or
otherwise
disposition of, such Partnership Interest, whether voluntarily or
by
operation of law, except that in the case of a bona fide pledge or
other
hypothecation, no Assignment shall be deemed to have occurred unless
and
until the secured party has exercised his right of foreclosure
with
respect thereto; and the term "Assign" has a correlative meaning.
"Available Cash From Operations" means Cash From Operations as reduced
by
(a) payments of all accrued but unpaid Management Fees not required to
be
deferred, and (b) after Payout, payments of all accrued but
unpaid
Subordinated Remarketing Fees.
"Available Cash From Sales" means Cash From Sales, as reduced by
(a)
payments of all accrued but unpaid Management Fees not required to
be
deferred, and (b) after Payout, payments of all accrued but
unpaid
Subordinated Remarketing Fees.
"Book Value" means, with respect to any Partnership property, the
Partnership's adjusted basis for federal income tax purposes,
adjusted from time to time to reflect the adjustments required or
permitted by Treas. Reg. Section 1.704-1(b)(2)(iv)(d)-(g).
"Capital Account" means the capital account maintained for each
Partner pursuant to Section 5.5 of this Agreement
"Capital Contributions" means (1) as to the General Partner, its
initial
$1,000 contribution to the capital of the Partnership plus such
additional
amounts as may be contributed to the capital of the Partnership by
the
General Partner and (2) as to any Limited Partner, the gross amount
of
investment in the Partnership actually paid by such Limited Partner
for
Units, without deduction for Front-End Fees (whether payable by
the
Partnership or not).
"Cash Flow" means the Partnership's cash funds provided from
normal
operations of the Partnership and from Financing Transactions
(but
excluding Cash from Sales), without deduction for depreciation, but
after
deducting cash funds used to pay all other cash expenses, debt
payments,
capital improvements and replacements (other than cash funds
withdrawn
from reserves).
"Cash From Operations" means Cash Flow (a) reduced by amounts allocated
to
Reserves to the extent deemed reasonable by the General Partner and
(b)
increased by any portion of Reserves then deemed by the General Partner
as
not required for Partnership operations.
"Cash From Refinancings" means the cash received by the Partnership
as a
result of any borrowings by the Partnership, reduced by (a)
all
Indebtedness of the Partnership evidencing such borrowings, and (b)
the
portion of such cash allocated to Reserves to the extent deemed
reasonable
by the General Partner.
"Cash From Sales" means the cash received by the Partnership as a
result
of a Sale reduced by (a) all Indebtedness of the Partnership required
to
be paid as a result of the Sale, whether or not then payable
(including,
without limitation, any liabilities on an item of Equipment sold that
are
not assumed by the buyer and any remarketing fees required to be paid
to
Persons who are not Affiliates of the General Partner), (b)
the
Subordinated Remarketing Fee (to the extent permitted to be paid at
the
time pursuant to Section 6.4(f) of this Agreement), (c) any accrued
but
previously unpaid Management Fees to the extent then payable, (d)
any
Reserves to the extent deemed reasonable by the General Partner and
(e)
all expenses incurred in connection with such Sale. In the event
the
Partnership takes back a promissory note or other evidence of
indebtedness
in connection with any Sale, all payments subsequently received in cash
by
the Partnership with respect to such note shall be included in Cash
From
Sales upon receipt, irrespective of the treatment of such payments by
the
Partnership for tax or accounting purposes. If, in payment for
Equipment
sold, the Partnership receives purchase money obligations secured by
liens
on such Equipment, the amount of such obligations shall not be included
in
Cash From Sales until and to the extent the obligations are realized
in
cash, sold or otherwise disposed of.
"Closing" means the admission of Limited Partners to the Partnership
in
accordance with Section 5.3 of this Agreement.
"Closing Date" means any date on which any Limited Partner shall
be
admitted to the Partnership, and includes the Initial Closing Date and
any
subsequent Closing Date, including the Final Closing Date.
"Code" means the Internal Revenue Code of 1986, as amended, and in
effect
from time to time, or corresponding provisions of subsequent laws.
"Commission" means the Securities and Exchange Commission.
"Commission Loans" means Indebtedness of the Partnership
authorized by Section 6.1(b)(ix).
"Competitive Equipment Sale Commission" means that brokerage fee paid
for
services rendered in connection with the purchase or sale of Equipment
and
the sale or absolute assignment for value of Financing Transactions
which
is reasonable, customary and competitive in light of the size, type
and
location of the Equipment or other collateral securing the
applicable
Partnership Investment which is so transferred.
"Consent" means either (a) consent given by vote at a meeting called
and
held in accordance with the provisions of Section 13.1 of this
Agreement
or (b) the written consent without a meeting, as the case may be, of
any
Person to do the act or thing for which the consent is solicited, or
the
act of granting such consent, as the context may require.
"Controlling Person" means, with respect to the General Partner or any
of
Affiliate of the General Partner, any of its chairmen,
directors,
presidents, secretaries or corporate clerks, treasurers, vice
presidents,
any holder of a 5% or larger equity interest in the General Partner or
any
such Affiliate, or any Person having the power to direct or cause
the
direction of the General Partner or any such Affiliate, whether
through
the ownership of voting securities, by contract or otherwise.
"Counsel" and "Counsel to the Partnership" means Whitman Breed
Abbott & Morgan, New York, New York, or any successor law firm
selected by the General Partner.
"Credit Committee" means a committee established by the General Partner
to
establish credit review policies and procedures, supervise the efforts
of
the credit department and approve significant transactions
and
transactions which differ from the standards and procedures it
has
established. The Credit Committee will, at all times, consist of
three
persons designated by the General Partner.
"Creditworthy" means, when used herein with respect to a
prospective
Lessee or User, that (1) the Credit Committee of the General Partner
has
made the determination, in its reasonable business judgment, after
review
of financial, credit, operational and other information concerning
such
prospective Lessee or User, that such party is currently able and
is
expected to continue throughout the term of such transaction to be able
to
meet its obligations to the Partnership in a timely and complete
manner,
(2) the Lease or Financing Transaction is adequately secured by
Equipment
and/or other collateral obtained, directly or indirectly, from the
Lessee
or User (or a guarantor or other party) and (3) the Lessee or User
has
satisfied substantially all other criteria established by the
Credit
Committee as a condition to the Partnership's investment in such Lease
or
Financing Transaction.
"Cumulative Return" means, as to any Limited Partner, an amount equal
to
an eight (8%) percent annual cumulative return on such Limited
Partner's
Adjusted Capital Contribution (calculated before application of
any
distribution made to such Limited Partner pursuant on the date of
such
calculation) as outstanding from time to time, compounded daily
from a
date not later than the last day of the calendar quarter in which
the
original Capital Contribution is made
"Dealer-Manager" means ICON Securities Corp., an Affiliate of the
General Partner.
"Dealer-Manager Agreement" means the agreement entered into between
the
General Partner and the Dealer-Manager, substantially in the form
thereof
filed as an exhibit to the Registration Statement.
"Delaware Act" means the Delaware Revised Uniform Limited
Partnership Act, 6 Del. Code Ann. tit. 6, Section 17-101, et
seq., as amended from time to time, and any successor to such
Delaware Act.
"Disposition Period" means the period commencing on the first
day
following the end of the Reinvestment Period and continuing for the
period
deemed necessary by the General Partner for orderly termination of
its
operations and affairs and liquidation or disposition of the
Partnership's
Investments and other assets and the realization of maximum
Liquidation
Proceeds therefor, which period is expected to continue not less than
six
(6), and not more than thirty (30), months beyond the end of
the
Reinvestment Period and which, in any event, will end no later than
ten
and one-half (10 1/2) years after the Final Closing Date.
"Distributable Cash" has the meaning specified in Section 8.1(c)
of this Agreement.
"Distributable Cash From Operations" means Available Cash From
Operations
as reduced by (1) amounts which the General Partner determines shall
be
reinvested through the end of the Reinvestment Period in
additional
Equipment and Financing Transactions and which ultimately are
so
reinvested.
"Distributable Cash From Sales" means Available Cash From Sales,
as
reduced by (1) amounts which the General Partner determines shall
be
reinvested through the end of the Reinvestment Period in
additional
Equipment and Financing Transactions and which ultimately are
so
reinvested.
"Due Diligence Expenses" means fees and expenses actually incurred
for
bona fide due diligence efforts expended in connection with the
Offering
in a maximum amount not to exceed the lesser of (i) 1/2 of 1% of
Gross
Offering Proceeds and (ii) the maximum amount permitted to be
reimbursed
under Appendix F to Article III of the NASD Rules of Fair Practice].
"Effective Date" means the date the Registration Statement is
declared effective by the Commission.
"Equipment" means any new, used or reconditioned capital equipment
and
related property acquired by the Partnership, including, but not
limited
to, the types of equipment referred to in Section 3.2 of this
Agreement
and shall also be deemed to include other tangible and intangible
personal
property which at any time is subject to, or the collateral for, a
Lease.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
"Escrow Account" means an interest-bearing account established
and
maintained by the General Partner with the Escrow Agent, in
accordance
with the terms of the Escrow Agreement, for the purpose of
holding,
pending the distribution thereof in accordance with the terms of
this
Agreement, any Subscription Monies received from Persons who are to
be
admitted as Limited Partners as a result of the Closing occurring on
the
Initial Closing Date.
"Escrow Agent" means The Bank of New York (NJ) or another United
States
banking institution with at least $50,000,000 in assets, which shall
be
selected by the General Partner to serve in such capacity pursuant to
the
Escrow Agreement.
"Escrow Agreement" means that certain Escrow Agreement, dated as of
July
10, 1993, between the General Partner and the Escrow Agent,
substantially
in the form thereof filed as an exhibit to the Registration Statement,
as
amended and supplemented from time to time as permitted by the
terms
thereof.
"Final Closing Date" means the last Closing Date on which any
Limited
Partner (other than a Substitute Limited Partner) shall be admitted to
the
Partnership, which shall be as soon as practicable following
the
Termination Date.
"Financing Transaction" means any extension of credit or loan to any
User,
which is secured by a security interest in tangible or intangible
personal
property and in any lease or license of such property.
"First Cash Distributions" means, with respect to any Limited Partner,
all
distributions made to such Limited Partner by the Partnership during
the
Reinvestment Period equal to an eight percent (8%) annual,
cumulative
return on the amount of such Limited Partner's Capital Contribution
(as
reduced by any amounts of uninvested Capital Contributions distributed
to
such Limited Partner pursuant to Section 8.6 and by any amount paid
to
such Limited Partner in redemption of such Limited Partner's
Units
pursuant to Section 10.5).
"Fiscal Period" means any interim accounting period established by
the
General Partner within a Fiscal Year.
"Fiscal Quarter" means, for each Fiscal Year, the
three-calendar-month
period which commences on the first day of such Fiscal Year and
each
additional three-calendar-month period commencing on the first day of
the
first month following the end of the preceding such period within
such
Fiscal Year (or such shorter period ending on the last day of a
Fiscal
Year).
"Fiscal Year" means the Partnership's annual accounting period
established
pursuant to Section 12.4 of this Agreement.
"Front-End Fees" means fees and expenses paid by any Person for
any
services rendered during the Partnership's organizational and offering
or
acquisition phases (including Sales Commissions, Underwriting Fees, O
& O
Expense Allowance, Acquisition Fees and Acquisition Expenses (other
than
any Acquisition Fees or Acquisition Expenses paid by a manufacturer
of
equipment to any of its employees unless such Persons are Affiliates
of
the Sponsor) and Leasing Fees, and all other similar fees
however
designated).
"Full-Payout Lease" means any lease or license, entered into or
acquired
from time to time by the Partnership, pursuant to which the
aggregate
noncancelable rental or royalty payments due during the initial term
of
such lease or license, on a present value basis, are at least
sufficient
to permit the Partnership to recover the Purchase Price of the
Equipment
subject to such lease or license.
"General Partner" means ICON Capital Corp., a Connecticut corporation,
and
any Person who subsequently becomes an additional or Substitute
General
Partner duly admitted to the Partnership in accordance with
this
Agreement, in such Person's capacity as a general partner of
the
Partnership.
"Gross Asset Value" means, with respect to any asset of the
Partnership,
the asset's adjusted tax basis, except that:
(a) the initial Gross Asset Value of any asset contributed by a Partner
to
the Partnership shall be the fair market value of such asset on the
date
of contribution;
(b) the Gross Asset Values of all Partnership assets shall be adjusted
to
equal their respective gross fair market values at such times as
the
Partners' Capital Accounts are adjusted pursuant to Section 5.5(h)
hereof;
(c) the Gross Asset Value of any Partnership asset distributed to
any
Partner shall be the gross fair market value of such asset on the date
of
distribution;
(d) to the extent not otherwise reflected in the Partners'
Capital
Accounts, the Gross Asset Values of Partnership assets shall be
increased
(or decreased) to appropriately reflect any adjustments to the
adjusted
basis of such assets pursuant to Code Section 734(b) or Code
Section
743(b); and
(e) if on the date of contribution of an asset or a revaluation of
an
asset in accordance with (b)-(d) above, the adjusted tax basis of
such
asset differs from its fair market value, the Gross Asset Value of
such
asset shall thereafter be adjusted by reference to the depreciation
method
described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3).
"Gross Offering Proceeds" means the gross amount of Capital
Contributions
(before deduction of Front-End Fees payable by the Partnership and
the
discount for Sales Commissions) of all Limited Partners admitted to
the
Partnership.
"Gross Revenue" means gross cash receipts of the Partnership from
whatever
source including, but not limited to, (a) rental and royalty
payments
realized under Leases, (b) principal and interest payments realized
under
Financing Transactions and (c) interest earned on funds on deposit for
the
Partnership (other than Subscription Monies).
"Gross Unit Price" means $100.00 for each whole Unit, and $.01 for
each
1/10,000th Unit, purchased by a Limited Partner (other than an
Affiliated
Limited Partner).
"Indebtedness" means, with respect to any Person as of any date,
all
obligations of such Person (other than capital, surplus, deferred
income
taxes and, to the extent not constituting obligations, other
deferred
credits and reserves) that could be classified as liabilities
(exclusive
of accrued expenses and trade accounts payable incurred in respect
of
property purchased in the ordinary course of business which are
not
overdue or which are being contested in good faith by
appropriate
proceedings and are not so required to be classified on such balance
sheet
as debt) on a balance sheet prepared in accordance with generally
accepted
accounting principles as of such date.
"Independent Expert" means a Person with no material current or
prior
business or personal relationship with the Sponsor who is engaged
to a
substantial extent in the business of rendering opinions regarding
the
value of assets of the type held by the Partnership, and who is
qualified
to perform such work.
"Initial Closing Date" means the first Closing Date for the Partnership
on
which Limited Partners with Interests equal to, or greater than,
the
Minimum Offering are admitted to the Partnership.
"Interest" or "Partnership Interest" means the limited partnership unit
or
other indicia of ownership in the Partnership. The entire
ownership
interest of a Partner in the Partnership, whether held by such Partner
or
an immediate or subsequent Assignee thereof, including,
without
limitation, such Partner's right (a) to a distributive share of the
Cash
From Operations, Cash From Sales and any other distributions of cash
from
operation or sale of the Partnership's Investments or liquidation of
the
Partnership and its assets, and of the Partnership's Profits or Losses
for
Tax Purposes and (b) if a General Partner, to participate in
the
management of the business and affairs of the Partnership.
"Investment in Equipment and Financing Transactions" means the
aggregate
amount of Capital Contributions actually paid or allocated to
the
purchase, manufacture or renovation of Equipment acquired, and
investment
in Financing Transactions entered into or acquired, by the
Partnership
together with other cash payments such as interest, taxes and
Reserves
allocable thereto (not exceeding 3% of Capital Contributions)
and
excluding Front-End Fees.
"Investments" means, collectively, the Partnership's portfolio, from
time
to time, of Equipment, Leases and Financing Transactions, including
any
equity interest of the Partnership therein, whether direct or
indirect,
through a nominee, Joint Venture or otherwise.
"IRA" means an Individual Retirement Account and its related
funding vehicle.
"IRS" or "Service" means the Internal Revenue Service or any
successor agency thereto.
"Involuntary Withdrawal" means, with respect to the General Partner,
the
removal or involuntary withdrawal of the General Partner from
the
Partnership pursuant to Section 9.2 of this Agreement.
"Joint Venture" means any syndicate, group, pool, general
partnership,
business trust or other unincorporated organization through or by means
of
which the Partnership acts jointly with any Program sponsored by
the
General Partner or any Affiliate of the General Partner or with
any
non-Affiliated Person to invest in Equipment, Leases or
Financing
Transactions.
"Lease" means any Full-Payout Lease and any Operating Lease.
"Leasing Fees" means the total of all fees and commissions paid by
any
party in connection with the initial Lease of Equipment acquired by
the
Partnership.
"Lender" means any Person that lends cash or cash equivalents to
the
Partnership, including any Person that acquires by purchase, assignment
or
otherwise an interest in the future rents payable under any Lease and
in
the related Equipment or other assets or in payments due under
any
Financing Transaction, and any property securing, any such transaction.
"Lessee" means a lessee or license under a Lease.
"Limited Partner" means any Person who is the owner of at least one
Unit
and who has been admitted to the Partnership as an Limited Partner and
any
Person who becomes a Substitute Limited Partner, in accordance with
this
Agreement, in such Person's capacity as a Limited Partner of
the
Partnership.
"Majority" or "Majority Interest" means Limited Partners owning more
than
50% of the aggregate outstanding Units.
"Management Fees" means, for any Fiscal Year, an annual fee in an
amount
equal to the lesser of (a) the sum of (i) an amount equal to 5% of
annual
gross rental revenues realized under Operating Leases, (ii) an
amount
equal to 2% of annual gross rental payments realized under
Full-Payout
Leases that are Net Leases, (iii) an amount equal to 2% of annual
gross
principal and interest revenues realized in connection with
Financing
Transactions and (iv) an amount equal to 7% of annual gross
rental
revenues from Equipment owned and operated by the Partnership in
the
manner contemplated by the NASAA Guidelines (i.e., the General
Partner
provides both asset management and additional services relating to
the
continued and active operation of such Equipment, such as
on-going
marketing and re-leasing or re-licensing of Equipment, hiring or
arranging
for the hiring of crews or operating personnel for such Equipment
and
similar services), and (b) the amount of reasonable management
fees
customarily paid to non-affiliated third parties rendering
similar
services in the same geographic location and for similar types
of
equipment.
"Maximum Offering" means receipt and acceptance by the Partnership
of
subscriptions by Persons eligible to purchase a total of 1,000,000
Units
of Partnership Interest on or before the Final Closing Date.
"Minimum Offering" means receipt and acceptance by the Partnership
of
subscriptions for not less than 12,000 Units (excluding the ten (10)
Units
subscribed for by the Original Limited Partner and any Units in excess
of
600 Units collectively subscribed for by the General Partner or
any
Affiliate of the General Partner).
"NASAA Guidelines" means the Statement of Policy regarding
Equipment
Programs adopted by the North American Securities
Administrators
Association, Inc., as in effect on the date of the Prospectus.
"NASD" means the National Association of Securities Dealers, Inc.
"Net Disposition Proceeds" means the proceeds realized by the
Partnership
from the Sale or other disposition of an item of Equipment
(including
insurance proceeds or lessee indemnity payments arising from the loss
or
destruction of the Equipment), Financing Transactions, or any
other
Partnership property, less all related Partnership liabilities.
"Net Lease" means a Lease under which the Lessee assumes
responsibility
for, and bears the cost of, insurance, taxes, maintenance, repair
and
operation of the leased or licensed asset and where the
noncancelable
rental or royalty payments pursuant to such Lease are absolutely net
to
the Partnership.
"Net Offering Proceeds" means the Gross Offering Proceeds minus
the Underwriting Fees, Sales Commissions and the O & O Expense
Allowance payable by the Partnership.
"Net Unit Price" means the Gross Unit Price less an amount equal to 8%
of
the Gross Unit Price (equivalent to Sales Commissions) for each Unit
or
fraction thereof purchased by an Affiliated Limited Partner.
"Net Worth" means, with respect to any Person as of any date, the
excess,
on such date, of assets over liabilities, as such items would appear
on
the balance sheet of such Person in accordance with generally
accepted
accounting principles.
"Notice" means a writing containing the information required by
this
Agreement to be communicated to any Person, personally delivered to
such
Person or sent by registered, certified or regular mail, postage
prepaid,
to such Person at the last known address of such Person.
"O & O Expense Allowance" means the aggregate amount equal to the
product
of (a) the number of Units subscribed for in the Offering and (b) $3.50.
"Offering" means the offering of Units pursuant to the Prospectus.
"Offering Period" means the period from the Effective Date to the
Termination Date.
"Operating Expenses" means (a) all costs of personnel (including
officers
or employees of the General Partner or its Affiliates other
than
Controlling Persons) involved in the business of the
Partnership,
allocated pro rata to their services performed on behalf of
the
Partnership, but excluding overhead expenses attributable to
such
personnel); (b) all costs of borrowed money, taxes and assessments
on
Partnership Investments and other taxes applicable to the Partnership;
(c)
legal, audit, accounting, brokerage, appraisal and other fees;
(d)
printing, engraving and other expenses and taxes incurred in
connection
with the issuance, distribution, transfer, registration and recording
of
documents evidencing ownership of an interest in the Partnership or
in
connection with the business of the Partnership; (e) fees and
expenses
paid to independent contractors, bankers, brokers and services,
leasing
agents and sales personnel consultants and other equipment
management
personnel, insurance brokers and other agents (all of which shall only
be
billed directly by, and be paid directly to, the provider of
such
services); (f) expenses (including the cost of personnel as described
in
(a) above) in connection with the disposition, replacement,
alteration,
repair, refurbishment, leasing, licensing, re-leasing,
re-licensing,
financing, refinancing and operation of Partnership Equipment
and
Financing Transactions (including the costs and expenses of
insurance
premiums, brokerage and leasing and licensing commissions, if any,
with
respect to its Investments and the cost of maintenance of its
Equipment;
(g) expenses of organizing, revising, amending, converting, modifying
or
terminating the Partnership; (h) expenses in connection with
distributions
made by the Partnership to, and communications and bookkeeping
and
clerical work necessary in maintaining relations with, its
Limited
Partners, including the costs of printing and mailing to such
Person
evidences of ownership of Units and reports of meetings of the
Partners
and of preparation of proxy statements and solicitations of proxies
in
connection therewith; (i) expenses in connection with preparing
and
mailing reports required to be furnished to the Limited Partners
for
investor, tax reporting or other purposes, and reports which the
General
Partner deems it to be in the best interests of the Partnership to
furnish
to the Limited Partners and to their sales representatives; (j)
any
accounting, computer, statistical or bookkeeping costs necessary for
the
maintenance of the books and records of the Partnership (including
an
allocable portion of the Partnership's costs of acquiring and
owning
computer equipment used in connection with the operations and
reporting
activities of the Partnership and any other investment programs
sponsored
by the General Partner or any of its Affiliates, the
Partnership's
interest in which equipment shall be liquidated in connection with
the
Partnership's liquidation); (k) the cost of preparation and
dissemination
of the informational material and documentation relating to
potential
sale, refinancing or other disposition of Equipment and
Financing
Transactions; (l) the costs and expenses incurred in qualifying
the
Partnership to do business in any jurisdiction, including fees
and
expenses of any resident agent appointed by the Partnership; and (m)
the
costs incurred in connection with any litigation or regulatory
proceedings
in which the Partnership is involved.
"Operating Lease" means a lease or license, entered into or acquired
from
time to time by the Partnership, pursuant to which the
aggregate
noncancelable rental or royalty payments during the original term of
such
lease or license, on a net present value basis, are not sufficient
to
recover the Purchase Price of the Equipment leased or licensed thereby.
"Operations" means all operations and activities of the
Partnership except Sales.
"Organizational and Offering Expenses" means (a) all costs and
expenses
incurred in connection with, and in preparing the Partnership
for,
qualification under federal and state securities laws and
subsequently
offering and distributing the Units to the public (except for
Sales
Commissions and Underwriting Fees payable to the General Partner,
the
Dealer-Manager or any Selling Dealer), including but not limited to,
(i)
printing costs, (ii) registration and filing fees, (iii)
attorneys',
accountants' and other professional fees and (iv) Due Diligence
Expenses
and (b) the direct costs of salaries to and expenses (including costs
of
travel) of officers and directors of the General Partner or any
Affiliate
of the General Partner while engaged in organizing the Partnership
and
registering the Units.
"Original Limited Partner" means Charles Duggan.
"Participant List" means a list, in alphabetical order by name,
setting
forth the name, address and business or home telephone number of,
and
number of Units held by, each Limited Partner, which list shall be
printed
on white paper in a readily readable type size (in no event smaller
than
10-point type) and shall be updated at least quarterly to reflect
any
changes in the information contained therein.
"Partner" means the General Partner (including any Substitute
General
Partner) and any Limited Partner (including the Original Limited
Partner
and any Substitute Limited Partner).
"Partner Nonrecourse Debt" means any Partnership nonrecourse
liability for which any Partner bears the economic risk of loss
within the meaning of Treas. Reg. Section 1.704-2(b)(4).
"Partner Nonrecourse Debt Minimum Gain" has the meaning specified
in Treas. Reg. Section 1.704-2(i)(3), and such additional amount
as shall be treated as Partner Nonrecourse Minimum Gain pursuant
to Treas. Reg. Section 1.704-2(j)(1)(iii).
"Partner Nonrecourse Deductions" shall consist of those
deductions and in those amounts specified in Treas. Reg.
Sections 1.704-2(i)(2) and (j).
"Partnership" means ICON Cash Flow Partners L.P. Seven, the
limited partnership formed pursuant to, and governed by the terms
of, this Agreement.
"Partnership Loan" means any loan made to the Partnership by the
General
Partner or any Affiliate of the General Partner in accordance with
Section
6.2(d) of this Agreement.
"Partnership Minimum Gain" has the meaning specified in Treasury
Regulation SectionSection 1.704-2(b)(2) and (d) and such
additional amount as shall be treated as Partnership Minimum Gain
pursuant to Treas. Reg. Section 1.704-2(j)(1)(iii).
"Partnership Nonrecourse Deductions" shall consist of those
deductions and in those amounts specified in Treas. Reg. Sections
1.704-2(c) and (j).
"Payout" means the time when the aggregate amount of cash
distributions
(from whatever sources) to a Limited Partner equals the amount of
such
Limited Partner's Capital Contribution plus an amount equal to an
eight
(8%) percent annual cumulative return on such Capital
Contribution,
compounded daily from a date not later than the last day of the
calendar
quarter in which such Capital Contribution is made (determined by
treating
distributions actually made to a Limited Partner as first being applied
to
satisfy such 8% return on capital which has accrued and has not been
paid
and applying any excess distributions as a return of such
Limited
Partner's Capital Contribution). Income earned on escrowed funds
and
distributed to Limited Partners may be used to satisfy the
cumulative
return requirement.
"Permitted Investment" means an investment in any of (a) certificates
of
deposit or savings or money-market accounts insured by the Federal
Deposit
Insurance Corporation of banks located in the United States;
(b)
short-term debt securities issued or guaranteed by the United
States
Government or its agencies or instrumentalities, or bank
repurchase
agreements collateralized by such United States Government or
agency
securities, (c) other highly liquid types of money-market investments
and
(d) shares of one or more public investment companies (but excluding
any
such company managed by any Affiliate of the General Partner)
registered
with the Commission whose assets exceed $10,000,000 and are invested
in
such money market investments and held by an independent custodian.
"Person" shall mean any natural person, partnership, trust,
corporation,
association or other legal entity, including, but not limited to,
the
General Partner and any Affiliate of the General Partner.
"Prior Program" means any Program previously sponsored by the
General
Partner or any Affiliate of the General Partner.
"Prior Public Programs" means ICON Cash Flow Partners, L.P., Series
A,
ICON Cash Flow Partners, L.P., Series B, ICON Cash Flow Partners,
L.P.,
Series C, ICON Cash Flow Partners, L.P., Series D, and ICON Cash
Flow
Partners, L.P., Series E and ICON Cash Flow Partners L.P. Six.
"Profits" or "Losses" means, for any Fiscal Year, the
Partnership's
taxable income or loss for such Fiscal Year, determined in accordance
with
Code section 703(a) (for this purpose, all items of income, gain, loss
or
deduction required to be stated separately pursuant to Code
section
703(a)(1) shall be included in taxable income or loss), with the
following
adjustments:
(a) Any income of the Partnership that is exempt from federal income
tax
and not otherwise taken into account in computing Profits or Losses
shall
be applied to increase such taxable income or reduce such loss;
(b) any expenditure of the Partnership described in Code section
705(a)(2)(B), or treated as such pursuant to Treas. Reg.
Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account
in computing Profits and Losses shall be applied to reduce such
taxable income or increase such loss;
(c) gain or loss resulting from a taxable disposition of any
asset of the Partnership shall be computed by reference to the
Gross Asset Value of such asset and the special depreciation
calculations described in Treas. Reg.
Section 1.704-1(b)(2)(iv)(g), notwithstanding that the adjusted
tax basis of such asset may differ from its Gross Asset Value;
(d) in lieu of the depreciation, amortization, and other cost
recovery
deductions taken into account in computing such taxable income or loss
for
such Fiscal Year, there shall be taken into account
depreciation,
amortization or other cost recovery determined pursuant to the
method
described in Treas. Reg. Section 1.704-1(b)(2)(iv)(g)(3); and
(e) any items which are specially allocated pursuant to Section
8.2(f)
shall not be taken into account in computing Profits or Losses.
"Profits from Operations" or "Losses from Operations" means all
Profits
for Tax Purposes or Losses for Tax Purposes of the Partnership other
than
Profits for Tax Purposes or Losses for Tax Purposes generated by Sales.
"Profits from Sales" or "Losses from Sales" means all Profits for
Tax Purposes or Losses for Tax Purposes of the Partnership
generated by Sales.
"Program" means a limited or general partnership, Joint
Venture,
unincorporated association or similar organization, other
than a
corporation, formed and operated for the primary purpose of investment
in
and the operation of or gain from an interest in equipment.
"Prospectus" means the prospectus included as part of the
Registration
Statement on Form S-1 (No. 33-36376) in the final form in which
such
prospectus is filed with the Commission pursuant to Rule 424(b) under
the
Securities Act and as thereafter supplemented or amended pursuant to
Rule
424(c) under the Securities Act.
"Purchase Price" means, with respect to any Investment, the price paid
by,
or on behalf of, the Partnership for or in connection with the purchase
or
improvement of any item of Equipment or the acquisition or consummation
of
any Financing Transaction, as the case may be, including the amount of
the
related Acquisition Fees and all liens and encumbrances on such item
of
Equipment or Financing Transaction (but excluding "points" and
prepaid
interest), plus that portion of the reasonable, necessary and
actual
expenses (limited to accounting, auditing or other such services,
interest
and principal payments, and loan commitment and other financing fees
on
funds used to acquire or maintain Equipment or Financing
Transactions)
incurred by the General Partner or any such Affiliate in
acquiring
Equipment or Financing Transactions on an arm's length basis with a
view
to transferring such Equipment or Financing Transaction to
the
Partnership, which is allocated to the Equipment or Financing
Transaction
in question in accordance with allocation procedures employed by
the
General Partner or such Affiliate from time to time and within
generally
accepted accounting principles, reduced (to a negative figure,
if
applicable) by the aggregate amount of any revenues from such Equipment
or
Financing Transaction payable to the General Partner or such
Affiliate
during the period from such acquisition until the Equipment is
transferred
to the Partnership.
"Qualified Plan" means a pension, profit-sharing or stock bonus
plan,
including Keogh Plans, meeting the requirements of Sections 401 et seq.
of
the Code, as amended, and its related trust.
"Qualified Subscription Account" means the interest-bearing
account
established and maintained by the Partnership for the purpose of
holding,
pending the distribution thereof in accordance with the terms of
this
Agreement, of Subscription Monies received from Persons who are to
be
admitted as Limited Partners as a result of Closings to be held
subsequent
to the Initial Closing Date.
"Registration Statement" means the Registration Statement on Form
S-1 (No. 33-36376) filed with the Commission under the Securities
Act in the form in which such Registration Statement is declared
to be effective.
"Reinvestment Period" means the period commencing with the Initial
Closing
Date and ending five (5) years after the Final Closing Date; provided
that
such period may be extended at the sole and absolute discretion of
the
General Partner for a further period of not more than an additional
36
months.
"Reserves" means reserves established and maintained by the
Partnership
for working capital and contingent liabilities, including
repairs,
replacements, contingencies, accruals required by lenders for
insurance,
compensating balances required by lenders and other appropriate items,
in
an amount not less than (a) during the Reinvestment Period, 1.0% of
Gross
Offering Proceeds and (b) during the Disposition Period, the lesser of
(1)
1% of Gross Offering Proceeds and (2) 1% of the Partnership's
aggregate
Adjusted Capital Accounts.
"Roll-Up" means any transaction involving the acquisition,
merger,
conversion, or consolidation, either directly or indirectly, of
the
Partnership and the issuance of securities of a Roll-Up Entity. Such
term
does not include (a) a transaction involving securities of the
Partnership
if they have been listed on a national securities exchange or
traded
through the National Association of Securities Dealers Automated
Quotation
National Market System for at least 12 months; or (b) a
transaction
involving the conversion of only the Partnership to corporate, trust
or
association form if, as a consequence of such transaction, there will
be
no significant adverse change in (i) Partnership's voting rights; (ii)
the
term of existence of the Partnership; (iii) Sponsor's compensation;
or
(iv) the Partnership's investment objectives.
"Roll-Up Entity" means any partnership, corporation, trust, or
other
entity that is created by, or surviving after, the successful
completion
of a proposed Roll-Up transaction.
"Sale" means the sale, exchange, involuntary conversion,
foreclosure,
condemnation, taking, casualty (other than a casualty followed
by
refurbishing or replacement), or other disposition of any of
the
Partnership's Equipment and Financing Transactions.
"Sales Commissions" means, with respect to any Unit, an amount equal
to
8.0% of the Gross Offering Proceeds attributable to the sale of such
Unit.
"Schedule A" means Schedule A attached to and made a part of,
this
Agreement, which sets forth the names, addresses, Capital
Contributions
and Interests of the Partners, as amended or supplemented from time
to
time to add or delete, as the case may be, such information with
respect
to any Partner.
"Secondary Market" has the meaning specified in Section 10.2(c)
of this Agreement.
"Securities Act" means the Securities Act of 1933, as amended.
"Segment" shall mean each period consisting of that portion of
any
calendar month that includes either the first through the fifteenth day
of
such month or the sixteenth through the last day of such month,
commencing
with the first such period ending after the Initial Closing Date;
provided
that the first Segment shall begin on the first day after the
Initial
Closing Date and end on the earlier of the fifteenth or the last day
of
the month in which the Initial Closing Date occurs and the final
Segment
shall end on the date of final liquidation of the Partnership.
"Selling Dealer" means each member firm of the National Association
of
Securities Dealers, Inc. which has been selected by the General Partner
or
the Dealer-Manager to offer and sell Units and which has entered
into a
Selling Dealer Agreement with the General Partner or the Dealer-Manager.
"Selling Dealer Agreement" means each of the agreements entered
into
between the General Partner or the Dealer-Manager and any Seller
Dealer,
each substantially in the respective form thereof filed as an exhibit
to
the Registration Statement.
"Sponsor" means any Person directly or indirectly instrumental
in
organizing, in whole or in part, the Partnership or any Person who
will
manage or participate in the management of the Partnership, and
any
Affiliate of such Person. The term Sponsor does not include any
Person
whose only relationship to the Partnership is that of (1) an
independent
equipment manager and whose only compensation is as such or (2) a
wholly
independent third party, such as an attorney, accountant or
underwriter,
whose only compensation is for professional services rendered
in
connection with the Offering.
"Subordinated Remarketing Fee" means, with respect to any
Investment, a
fee in the amount equal to the lesser of (a) 3% of the contract
sales
price applicable to such Investment, or (b) one-half of that brokerage
fee
that is reasonable, customary and competitive in light of the size,
type
and location of such Investment.
"Subscription Agreement" means the Subscription Agreement substantially
in
the form thereof filed as an exhibit to the Prospectus.
"Subscription Monies" has the meaning specified in Section 5.3(j)
of this Agreement.
"Substitute General Partner" means any Assignee of or successor to
the
General Partner admitted to the Partnership in accordance with Section
9.5
of the Agreement.
"Substitute Limited Partner" means any Assignee of Units who is
admitted
to the Partnership as a Limited Partner pursuant to Section 10.3 of
this
Agreement.
"Tax Counsel" means Whitman Breed Abbott & Morgan, New York, New York,
or
such other tax counsel acceptable to the General Partner.
"Tax Matters Partner" means the Person designated pursuant to
Section
6231(a)(7) of the Code to manage administrative and judicial
tax
proceedings conducted at the Partnership level by the Internal
Revenue
Service with respect to Partnership matters. The General Partner
is
designated Tax Matters Partner for the Partnership in Section 12.6(e)
of
this Agreement.
"Termination Date" means the earliest of (a) the date on which the
Maximum
Offering has been sold, (b) twenty-four (24) months following
the
Effective Date, and (c) the termination of the Offering by the
General
Partner at any time.
"Treasury Regulation" or "Treas. Reg." means final or temporary
regulations issued by the United States Treasury Department
pursuant to the Code.
"Underwriting Fees" means, in the aggregate, fees in an amount equal
to
2.0% of the Gross Offering Proceeds of Units sold.
"Unit" means a Unit of Partnership interest held by any Limited
Partner.
"Unpaid Cumulative Return" means, as to any Limited Partner, the amount
of
such Limited Partner's Cumulative Return calculated through the date as
of
which such Unpaid Cumulative Return is being calculated, reduced (but
not
below zero) by the aggregate distributions theretofore made to
such
Limited Partner by the Partnership pursuant to Sections 8.1(c) and 11.3
of
this Agreement which are deemed to be a reduction of such
Limited
Partner's Unpaid Cumulative Return pursuant to Section 8.3(d)(i).
"Unpaid Target Distribution" means, as to any Limited Partner, as of
any
given date, the sum of such Partner's Adjusted Capital Contribution
plus
such Limited Partner's Unpaid Cumulative Return.
"User" means any (a) manufacturer, (b) unrelated third-party lessor
of
equipment to non-Affiliated equipment users, (c) equipment user to
whom
the Partnership provides financing pursuant to a Financing Transaction
and
(d) intangibles user to whom the Partnership leases or licenses
intangible
assets pursuant to a Financing Transaction.
"Volume Discount" means the following discounts in the price of Units
to
which investors purchasing Units in volume are entitled:
===========---------------------------------------------=======
Net Purchase
Number of Units Discount Price
===========---------------------------------------------=======
2,499 or less None $100.00
===========---------------------------------------------=======
2,500 to 4,999 $2.50 $ 97.50
===========---------------------------------------------=======
5,000 to 9,999 $3.50 $ 96.50
===========---------------------------------------------=======
10,000 to 19,999 $4.50 $ 95.50
===============================================================
20,000 or more $6.50 $ 93.50
===============================================================
"Voluntary Withdrawal" means, with respect to the General Partner,
the
voluntary withdrawal from the Partnership of the General Partner as
the
General Partner of the Partnership, or the voluntary sale,
assignment,
encumbrance or other disposition of all of the General Partner's
General
Partnership Interest
pursuant to Section 9.1 of this Agreement.
"Withdrawal" means, with respect to the General Partner, the Voluntary
or
Involuntary Withdrawal of such General Partner.
"Withdrawn General Partner" means a General Partner which has
completed a
Withdrawal in accordance with the provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the
date first above written.
GENERAL PARTNER: ORIGINAL LIMITED PARTNER:
ICON CAPITAL CORP.
BY: BY:
s/Beaufort J. B. Clarke s/Charles Duggan
BEAUFORT J. B. CLARKE, President CHARLES DUGGAN
<PAGE>
SCHEDULE A
NAMES, ADDRESSES AND CAPITAL CONTRIBUTIONS OF PARTNERS
Name and Address Capital Contributions Made
I. General Partner
ICON Capital Corp. $1,000
600 Mamaroneck Avenue
Harrison, New York 10528
II. Original Limited Partner
Charles Duggan $1,000
600 Mamaroneck Avenue
Harrison, New York 10528
<PAGE>
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ICON CASH FLOW PARTNERS L.P. SEVEN
TABLE OF CONTENTS
Page
Section 1. ESTABLISHMENT OF PARTNERSHIP.............................. 1
Section 2. NAME, PRINCIPAL OFFICE, NAME AND ADDRESS OF REGISTERED
AGENT
FOR SERVICE OF PROCESS................................... 1
2.1 Legal Name and Address.................................... 1
2.2 Address of Partners....................................... 1
Section 3. PURPOSES AND POWERS....................................... 2
3.1 Purposes.................................................. 2
3.2 Investment Objectives and Policies........................ 2
3.3 Powers.................................................... 2
Section 4. TERM...................................................... 3
Section 5. PARTNERS AND CAPITAL...................................... 3
5.1 General Partner........................................... 3
5.2 Original Limited Partner.................................. 3
5.3 Limited Partners.......................................... 3
5.4 Partnership Capital....................................... 5
5.5 Capital Accounts.......................................... 5
5.6 Additional Capital Contributions . . . . .................. 6
5.7 Loans by Partners.......................................... 6
5.8 No Right to Return of Capital.............................. 6
Section 6. GENERAL PARTNER............................................ 6
6.1 Extent of Powers and Duties................................ 6
6.2 Limitations on the Exercise of Powers of General Partner... 9
6.3 Limitation on Liability of General Partner and its
Affiliates; Indemnification............................... 12
6.4 Compensation of General Partner and its Affiliates........ 13
6.5 Other Interests of the General Partner and its
Affiliates................................................ 16
Section 7. POWERS AND LIABILITIES OF LIMITED PARTNERS................ 17
7.1 Absence of Control Over Partnership Business.............. 17
7.2 Limited Liability......................................... 17
Section 8. DISTRIBUTIONS AND ALLOCATIONS............................. 18
8.1 Distribution of Distributable Cash from Operations and
Distributable Cash from Sales ............................ 18
8.2 Allocations of Profits and Losses......................... 19
8.38.3....Distributions and Allocations Among the Limited Partners
21
8.4 Tax Allocations: Code Section 704(c); Revaluations........ 22
8.5 Compliance with NASAA Guidelines Regarding Front-End
Fees...................................................... 22
8.6 Return of Uninvested Capital Contribution................. 22
8.7 Partner's Return of Investment in the Partnership......... 22
8.8 No Distributions in Kind ................................. 22
8.9 Partnership Entitled to Withhold.......................... 23
Section 9. WITHDRAWAL OF GENERAL PARTNER............................. 23
9.1 Voluntary Withdrawal...................................... 23
9.2 Involuntary Withdrawal.................................... 23
9.3 Consequences of Withdrawal................................ 23
9.4 Liability of Withdrawn General Partner.................... 24
9.5 Continuation of Partnership Business...................... 24
A-i
<PAGE>
Section 10...TRANSFER OF UNITS 24
10.1 Withdrawal of a Limited Partner........................... 24
10.2 Assignment................................................ 25
10.3 Substitution.............................................. 26
10.4 Status of an Assigning Limited Partner.................... 26
10.5 Limited Right of Presentment for Redemption of Units...... 26
Section 11...DISSOLUTION AND WINDING-UP 27
11.1 Events Causing Dissolution................................ 27
11.2 Winding Up of the Partnership; Capital Contribution by
the General Partner Upon Dissolution...................... 27
11.3 Application of Liquidation Proceeds Upon Dissolution...... 28
11.4 No Recourse Against Other Partners........................ 29
Section 12...FISCAL MATTERS 29
12.1 Title to Property and Bank Accounts....................... 29
12.2 Maintenance of and Access to Basic Partnership Documents.. 29
12.3 Financial Books and Accounting............................ 30
12.4 Fiscal Year............................................... 30
12.5 Reports................................................... 30
12.6 Tax Returns and Tax Information........................... 32
12.7 Accounting Decisions...................................... 32
12.8 Federal Tax Elections..................................... 32
12.9 Tax Matters Partner....................................... 33
12.10Reports to State Authorities.............................. 34
Section 13.MEETINGS AND VOTING RIGHTS OF THE LIMITED PARTNERS 34
13.1 Meetings of the Limited Partners.......................... 34
13.2 Voting Rights of the Limited Partners..................... 35
13.3 Limitations on Action by the Limited Partners............. 35
Section 14....AMENDMENTS 35
14.1 Amendments by the General Partner......................... 35
14.2 Amendments with the Consent of the Majority Interest...... 36
Section 15....POWER OF ATTORNEY 36
15.1 Appointment of Attorney-in-Fact........................... 37
15.2 Amendments to Agreement and Certificate of Limited
Partnership............................................... 37
15.3 Power Coupled With an Interest............................ 37
Section 16.....GENERAL PROVISIONS 37
16.1 Notices, Approvals and Consents........................... 37
16.2 Further Assurances........................................ 38
16.3 Captions.................................................. 38
16.4 Binding Effect............................................ 38
16.5 Severability.............................................. 38
16.6 Integration............................................... 38
16.7 Applicable Law............................................ 38
16.8 Counterparts.............................................. 38
16.9 Creditors................................................. 39
16.10Interpretation............................................ 39
16.11Successors and Assigns.................................... 39
16.12Waiver of Action for Partition............................ 39
Section 17..DEFINITIONS 39
A-ii
<PAGE>
<PAGE>
EXHIBIT B
PRIOR PERFORMANCE TABLES
FOR THE PRIOR PUBLIC PROGRAMS
<PAGE>
Prior Performance Tables
------------------------
The following unaudited tables disclose certain information relating to the
performance, operations and investment for seven of the General Partner's
previous publicly-offered income-oriented programs, ICON Cash Flow Partners,
L.P., Series A ("Series A"), ICON Cash Flow Partners, L.P., Series B ("Series
B"), ICON Cash Flow Partners, L.P., Series C ("Series C"), ICON Cash Flow
Partners, L.P., Series D ("Series D"), ICON Cash Flow Partners, L.P., Series E
("Series E"), and ICON Cash Flow Partners L.P. Six ("LP Six"). Purchasers of the
Units of limited partnership interest in ICON Income Fund Eight (the
"Partnership") being offered by this Prospectus will not acquire any ownership
interest in any of the Prior Public Programs and should not assume that they
will experience investment results or returns, if any, comparable to those
experienced by investors in the Prior Public Programs.
Additional information concerning the Prior Public Programs will be
contained in Form 10-K Annual Reports for each such Program which may be
obtained (after their respective filing dates) without charge by contacting ICON
Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528-1632. Such Form
10-K Annual Reports will also be available upon request at the office of the
Securities and Exchange Commission, Washington, D.C. The results of the Prior
Public Programs should not be considered indicative of the likely results of the
Partnership. Moreover, the information presented below should not be considered
indicative of the extent to which the Prior Public Programs will achieve their
objectives, because this will in large part depend upon facts which cannot now
be determined or predicted.
See "Other Offerings By the General Partner and Its Affiliates" in this
Prospectus for a narrative discussion of the general investment objectives of
the Prior Public Programs and a narrative discussion of the data concerning the
Prior Public Programs contained in these Tables. Additionally, see Table VI
"Acquisition of Equipment by the Prior Public Programs" which is contained as an
Exhibit to the Registration Statement, as amended, of which this Prospectus is a
part.
<TABLE>
<CAPTION>
Table Description Page
----- ----------- ----
<S> <C> <C>
I Experience in Raising and Investing Funds B-2
-----------------------------------------
II Compensation to the General Partner and Affiliates B-4
--------------------------------------------------
III Operating Results of Prior Public Programs
------------------------------------------
* Series A B-5
* Series B B-7
* Series C B-9
* Series D B-11
* Series E B-13
* LP Six B-15
IV Results of Completed Prior Public Programs (None) B-17
-------------------------------------------------
V Sales or Disposition of Equipment by Prior Public Programs
----------------------------------------------------------
* Series A B-18
* Series B B-21
* Series C B-28
* Series D B-32
* Series E B-36
* LP Six B-43
</TABLE>
B-1
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
Series A Series B
--------------------- -----------------------
<S> <C> <C>
Dollar amount offered $ 40,000,000 $ 20,000,000
============ ============
Dollar amount raised $ 2,504,500 100.0% $ 20,000,000 100.0%
Less: Offering expenses:
Selling commissions 262,973 10.5% 1,800,000 9.0%
Organization and offering expenses paid to
General Partner or its Affiliates 100,180 4.0% 900,000 4.5%
Reserves 25,045 1.0% 200,000 1.0%
------------ ----- ------------ -----
Offering proceeds available for investment $ 2,116,302 84.5% $ 17,100,000 85.5%
============ ===== ============ =====
Debt proceeds $ 4,190,724 $ 46,092,749
============ ============
Total equipment acquired $ 7,576,758 $ 65,580,973
============ ============
Acquisition fees paid to General Partner
and its affiliates $ 206,710 $ 2,219,998
============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 81.84% 82.23%
Acquisition fees paid to General Partner
or its Affiliates 2.66 3.27
------------ -------------
Percent invested 84.5% 85.5%
============ =============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 55.31% 70.28%
Date offering commenced 1/9/87 7/18/89
Original offering period (in months) 24 18
Actual offering period (in months) 24 17
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 24 18
<CAPTION>
Series C Series D
---------------------- ----------------------
<S> <C> <C>
Dollar amount offered $ 20,000,000 $ 40,000,000
============ ============
Dollar amount raised $ 20,000,000 100.0% $ 40,000,000 100.0%
Less: Offering expenses:
Selling commissions 2,000,000 10.0% 4,000,000 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 600,000 3.0% 1,400,000 3.5%
Reserves 200,000 1.0% 400,000 1.0%
------------ ----- ------------ -----
Offering proceeds available for investment $ 17,200,000 86.0% $ 34,200,000 85.5%
============ ===== ============ =====
Debt proceeds $ 50,355,399 $ 70,962,589
============ ============
Total equipment acquired $ 70,257,280 $132,771,421
============ ============
Acquisition fees paid to General Partner
and its affiliates $ 2,396,810 $ 4,539,336
============ ============
Equipment acquisition costs as a percentage
of amount raised:
Purchase price 82.70% 82.19%
Acquisition fees paid to General Partner
or its Affiliates 3.30 3.31
------------ ------------
Percent invested 86.0% 85.5%
============ ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 71.67% 53.45%
Date offering commenced 12/7/90 8/23/91
Original offering period (in months) 18 18
Actual offering period (in months) 7 10
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 10 4
</TABLE>
B-2
<PAGE>
TABLE I
Experience in Raising and Investing Funds
(unaudited)
The following table sets forth certain information, as of March 31, 1998,
concerning the experience of the General Partner in raising and investing
limited partners' funds in its Prior Public Programs:
<TABLE>
<CAPTION>
Series E L.P. Six
------------------------ ------------------------
<S> <C> <C>
Dollar amount offered $ 80,000,000 $ 120,000,000
============= =============
Dollar amount raised $ 61,041,151 100.0% $ 38,385,712 100.0%
Less: Offering expenses:
Selling commissions 6,104,115 10.0% 3,838,571 10.0%
Organization and offering expenses paid to
General Partner or its Affiliates 2,136,440 3.5% 1,343,500 3.5%
Reserves 610,412 1.0% 383,857 1.0%
------------- ----- ------------- ----
Offering proceeds available for investment $ 52,190,184 85.5% $ 32,819,784 85.5%
============= ===== ============= ====
Debt proceeds $ 124,431,396 $ 110,105,846
============= =============
Total equipment acquired $ 230,776,762 $ 155,010,713
============= =============
Acquisition fees paid to General Partner
and its affiliates $ 7,021,906 $ 4,390,033
============= =============
Equipment acquisition costs as a percentage of amount raised:
Purchase price 82.55% 82.75%
Acquisition fees paid to General Partner
or its Affiliates 2.95 2.75
------------- -------------
Percent invested 85.5% 85.5%
============= ============
Percent leveraged (non-recourse debt
financing divided by total purchase price) 53.92% 71.12%
Date offering commenced 6/5/92 11/12/93
Maximum offering period (in months) 24 24
Actual offering period (in months) 13 24
Months to invest 90% of amount available for
investment (measured from the beginning of offering) 9 16
</TABLE>
B-3
<PAGE>
TABLE II
Compensation to the General Partner and Affiliates
(unaudited)
The following table sets forth certain information, as of March 31,
1998, concerning the compensation derived by the General Partner and
its affiliates from its Prior Public Programs:
<TABLE>
<CAPTION>
Series A Series B Series C Series D
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Date offering commenced 1/9/87 7/18/89 12/7/90 8/23/91
Date offering closed 1/8/89 11/16/90 6/20/91 6/5/92
Dollar amount raised $ 2,504,500 $ 20,000,000 $20,000,000 $40,000,000
============= ============== =========== ===========
Amounts paid to the General Partner and its
Affiliates from proceeds of the offering:
Underwriting commissions $ 63,450 $ 215,218 $ 413,120 $ 807,188
============= ============== =========== ===========
Organization and offering reimbursements $ 100,180 $ 900,000 $ 600,000 $ 1,400,000
============= ============== =========== ===========
Acquisition fees $ 206,710 $ 2,219,998 $ 2,396,810 $ 4,539,336
============= ============== =========== ===========
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates $ 4,879,680 $ 21,637,059 $22,454,061 $38,448,938
============= ============== =========== ===========
Amount paid or accrued to General Partner
and Affiliates:
Management fee $ 308,386 $ 2,782,287 $ 2,685,205 $ 4,530,494
============= ============== =========== ===========
Administrative expense reimbursements $ 108,924 $ 690,679 $ 562,862 $ 1,664,407
============= ============== =========== ===========
<CAPTION>
Series E LP Six
-------- ------
<S> <C> <C>
Date offering commenced 6/5/92 11/12/93
Date offering closed 7/31/93 11/8/95
Dollar amount raised $61,041,151 $38,385,712
=========== ===========
Amounts paid to the General Partner and its
Affiliates from proceeds of the offering:
Underwriting commissions $ 1,226,111 $ 767,714
=========== ===========
Organization and offering reimbursements $ 2,136,440 $ 1,343,500
=========== ===========
Acquisition fees $ 7,021,906 $ 4,390,033
=========== ===========
Dollar amount of cash generated from
operations before deducting such
payments/accruals to the
General Partner and Affiliates $100,506,618 $37,968,108
============ ===========
Amount paid or accrued to General Partner
and Affiliates:
Management fee $ 6,582,207 $ 3,385,280
=========== ===========
Administrative expense reimbursements $ 3,429,748 $ 1,701,219
=========== ===========
</TABLE>
B-4
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A
(unaudited)
The following table summarizes the operating results of Series A. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
-------------- ----------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 18,478 $ 40,359 $ 53,041 $ 128,935
Net gain on sales or remarketing of equipment 12,429 82,576 142,237 74,970
----------- ----------- ----------- -----------
Gross revenue 30,907 122,935 195,278 203,905
Less:
Administrative expense reimbursement - General Partner 888 4,521 7,133 9,690
General and administrative 787 34,565 32,252 36,641
Management fees - General Partner 507 2,553 4,055 5,951
Interest expense - 7,875 15,092 39,350
Provision for (reversal of) bad debts (2) - (17,000) - 10,000
Depreciation expense - - - 18,236
Amortization of initial direct costs - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 28,725 $ 90,421 $ 136,746 $ 84,037
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 27,289 $ 85,900 $ 129,909 $ 79,835
=========== =========== =========== ===========
Taxable income from operations (1) (3) 62,818 198,523 94,532
=========== =========== =========== ===========
Cash generated from operations $ 22,614 $ 109,929 $ 210,327 $ 268,467
Cash generated from sales equipment 14,082 112,356 202,787 136,363
Cash generated from refinancing - - - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 36,696 222,285 413,114 320,793
Less:
Cash distributions to investors from operations,
sales and refinancing 56,351 225,405 225,405 225,533
Cash distributions to General Partner from
operations, sales and refinancing 2,966 11,863 11,863 11,867
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ (22,621) $ (14,983) $ 175,846 $ 83,393
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 188,148 $ 317,069
Net gain on sales or remarketing of equipment 87,985 118,143
----------- -----------
Gross revenue 276,133 435,212
Less:
Administrative expense reimbursement - General Partner 11,404 4,125
General and administrative 34,468 32,040
Management fees - General Partner 13,607 36,261
Interest expense 63,423 84,324
Provision for (reversal of) bad debts (2) 33,500 87,551
Depreciation expense 46,330 97,179
Amortization of initial direct costs 27 686
----------- -----------
Net income (loss) - GAAP $ 73,374 $ 93,046
=========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 69,705 $ 88,394
=========== ===========
Taxable income from operations (1) $ 111,397 $ 130,892
=========== ===========
Cash generated from operations $ 301,679 $ 382,184
Cash generated from sales equipment 216,200 490,078
Cash generated from refinancing - -
----------- -----------
Cash generated from operations, sales and
refinancing 517,879 872,262
Less:
Cash distributions to investors from operations,
sales and refinancing 233,651 356,915
Cash distributions to General Partner from
operations, sales and refinancing 12,297 18,785
----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 271,931 $ 496,562
=========== ===========
</TABLE>
B-5
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series A (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (3) $ 23.82 $ 37.65 $ 35.86 $ 42.25 $ 49.65
========== ========= ========= ========== ===========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 43.58 $ 34.30 $ 38.13 $ 31.88 $ 27.83 $ 35.29
Return of capital $ 46.42 $ 55.70 $ 51.87 $ 58.18 $ 65.46 $ 107.22
Source (on Cash basis)
- Operations $ 36.12 $ 43.89 $ 83.98 $ 90.06 $ 93.29 $ 142.51
- Sales $ 22.49 $ 44.87 $ 6.02 - - -
- Refinancing - - - - -
- Other $ 31.39 $ 1.24 - - - -
Weighted average number of limited partnership
($500) units outstanding 5,009 5,009 5,009 5,009 5,009 5,009
========= ========= ======== ======== ========= ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for
estimated credit losses in the portfolio. This policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, prior collection experience and
historical loss experience.
(3) Interim tax information is not available.
B-6
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B
(unaudited)
The following table summarizes the operating results of Series B. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $ 77,990 $ 333,775 $ 342,739 $ 715,841
Net gain on sales or remarketing
of equipment 21,164 228,875 176,924 480,681
----------- ----------- ----------- -----------
Gross revenue 99,154 562,650 519,663 1,196,522
Less:
Interest expense 21,765 106,868 45,619 182,419
General and administrative 7,182 59,847 102,721 102,334
Administrative expense reimbursement - General Partner 5,848 39,609 50,841 85,848
Management fees - General Partner (4) - - (228,906) 84,811
Depreciation expense - - - 54,799
Amortization of initial direct costs - - 4 33,433
Provision for bad debts (2) - - - 25,000
Write down of estimated residual values (3) - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 64,359 $ 356,326 $ 549,384 $ 627,878
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to
limited partners $ 63,715 $ 352,763 $ 543,890 $ 621,599
=========== =========== =========== ===========
Taxable income from operations (1) (5) $ 44,995 $ 740,381 $ 2,363,289
============ ============ ============
Cash generated from operations $ 382,639 $ 879,014 $ 1,002,547 $ 999,015
Cash generated from sales 22,335 544,232 600,737 2,148,030
Cash generated from refinancing 150,000 1,500,000 - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 554,974 2,923,246 1,603,284 3,147,045
Less:
Cash distributions to investors from operations,
sales and refinancing 449,550 1,798,200 1,798,200 1,799,763
Cash distributions to General Partner from
operations, sales and refinancing 4,540 18,164 18,164 18,180
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 100,884 $ 1,106,882 $ (213,080) $ 1,329,102
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenue $ 1,327,962 $ 2,526,762
Net gain on sales or remarketing
of equipment 288,714 185,542
----------- ------------
Gross revenue 1,616,676 2,712,304
Less:
Interest expense 612,643 1,285,458
General and administrative 102,444 120,094
Administrative expense reimbursement - General Partner 153,287 38,467
Management fees - General Partner (4) 151,316 517,107
Depreciation expense 106,001 244,819
Amortization of initial direct costs 100,949 255,570
Provision for bad debts (2) - 20,000
Write down of estimated residual values (3) - -
----------- ------------
Net income (loss) - GAAP $ 390,036 $ 230,789
=========== ============
Net income (loss) - GAAP - allocable to
limited partners $ 386,136 $ 228,461
=========== ============
Taxable income from operations (1) $ 475,707 $ 103,180
=========== ===========
Cash generated from operations $ 800,648 $ 2,434,478
Cash generated from sales 3,443,168 1,129,325
Cash generated from refinancing - -
----------- ----------
Cash generated from operations, sales and
refinancing 4,243,816 3,563,803
Less:
Cash distributions to investors from operations,
sales and refinancing 1,800,000 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 18,182 24,917
----------- ------------
Cash generated from (used by) operations, sales
and refinancing after cash distributions $ 2,425,634 $ 1,072,219
=========== ============
</TABLE>
B-7
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series B (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 2.23 $ 36.69 $ 16.99
=========== =========== ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 2.83 $ 17.73 $ 27.23 $ 31.08
Return of capital $ 17.17 $ 72.27 $ 62.78 $ 58.92
Source (on Cash basis)
- Operations $ 17.02 $ 44.00 $ 50.18 $ 49.96
- Sales $ .99 $ 27.24 $ 30.07 $ 40.04
- Refinancing $ 1.98 $ 18.76 - -
- Other - - $ 9.75 -
-
Weighted average number of limited partnership
($100) units outstanding 199,800 199,800 199,800 199,986
=========== ========== =========== =========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) $ 23.55 $ 5.11
========== ============
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 19.31 $ 11.42
Return of capital $ 70.69 $ 111.91
Source (on Cash basis)
- Operations $ 39.63 $ 120.50
- Sales $ 50.37 $ 2.83
- Refinancing - -
- Other -
-
Weighted average number of limited partnership
($100) units outstanding 200,000 200,000
========== ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for
estimated credit losses in the portfolio. This policy is based on an
analysis of the aging of the Partnership's portfolio, a review of the
non-performing receivables and leases, prior collection experience and
historical loss experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of
two reasons: (1) when the recoverable value of the underlying equipment
falls below the Partnership's carrying value or (2) when the primary
security holder has foreclosed on the underlying equipment in order to
satisfy the remaining lease obligation and the amount of proceeds
received by the primary security holder in excess of such obligation is
not sufficient to recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on November 15, 1995, five
years after the Final Closing Date. The General Partner distributed a
Definitive Consent Statement to the Limited Partners to solicit approval
of two amendments to the Partnership Agreement. As of March 20, 1996
these amendments were agreed to and are effective from and after November
15, 1995. The amendments: (1) extend the Reinvestment Period for a
maximum of four additional years and likewise delay the start and end of
the Liquidation Period, and (2) eliminate the Partnership=s obligation to
pay the General Partner $220,000 of the $347,000 accrued and unpaid
management fees as of November 15, 1995, and any additional management
fees which would otherwise accrue during the present Liquidation Period.
The portion of the accrued and unpaid management fees that would be
payable to the General Partner, or $127,000 ($347,000 less $220,000) will
be returned to the Partnership in the form of an additional Capital
Contribution by the General Partner.
(5) Interim tax information not available.
B-8
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C
(unaudited)
The following table summarizes the operating results of Series C. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 108,896 $ 455,472 $ 659,218 $ 964,104
Net gain on sales or remarketing of equipment 79,155 175,860 511,331 95,250
----------- ----------- ----------- -----------
Gross revenue 188,051 631,332 1,170,549 1,059,354
Less:
General and administrative 15,868 60,248 37,247 107,419
Administrative expense reimbursement - General Partner 8,622 59,126 93,494 130,482
Interest expense - 4,888 16,809 253,143
Management fees - General Partner - (471,463) 92,360 128,533
Amortization of initial direct costs - - 6,912 38,892
Depreciation expense - - - -
Provision for/(reversal of) bad debt (2) - - - -
Write down of estimated residual values (3) - - - -
----------- ----------- ----------- -----------
Net income (loss) - GAAP $ 163,561 $ 978,533 $ 923,727 $ 400,885
=========== =========== =========== ===========
Net income (loss) - GAAP - allocable to limited partners $ 161,925 $ 968,748 $ 914,490 $ 396,876
=========== =========== =========== ===========
Taxable income (loss) from operations (1) (5) $ 274,376 $ 1,768,103 $ (649,775)
=========== =========== ===========
Cash generated from operations $ 533,143 $ 2,038,710 $ 1,987,290 $ 391,072
Cash generated from sales 92,979 621,621 1,289,421 3,058,969
Cash generated from refinancing - - - -
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 626,122 2,660,331 3,276,711 3,450,041
Less:
Cash distributions to investors from operations,
sales and refinancing 445,921 1,784,993 1,786,992 1,796,363
Cash distributions to General Partner from
operations, sales and refinancing 4,504 18,030 18,050 18,144
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing after cash distributions $ 175,697 $ 857,308 $ 1,471,669 $ 1,635,534
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 1,775,547 $ 3,203,141
Net gain on sales or remarketing of equipment 361,407 101,463
------------ -----------
Gross revenue 2,136,954 3,304,604
Less:
General and administrative 104,307 133,274
Administrative expense reimbursement - General Partner 174,261 78,969
Interest expense 920,433 1,715,520
Management fees - General Partner 171,135 695,662
Amortization of initial direct costs 154,879 427,625
Depreciation expense 224,474 393,185
Provision for/(reversal of) bad debt (2) 141,000 (90,000)
Write down of estimated residual values (3) - -
------------ -----------
Net income (loss) - GAAP $ 246,645 $ (49,631)
============ ===========
Net income (loss) - GAAP - allocable to limited partners $ 244,000 $ (49,135)
============ ===========
Taxable income (loss) from operations (1) $ (3,611,476) $ 1,780,593
============ ===========
Cash generated from operations $ 2,854,887 $ 2,694,348
Cash generated from sales 1,665,032 1,266,452
Cash generated from refinancing - -
------------ -----------
Cash generated from operations, sales and
refinancing 4,519,919 3,960,800
Less:
Cash distributions to investors from operations,
sales and refinancing 1,799,100 2,466,667
Cash distributions to General Partner from
operations, sales and refinancing 18,173 24,916
------------ -----------
Cash generated from operations, sales and
refinancing after cash distributions $ 2,702,646 $ 1,469,217
============ ===========
</TABLE>
B-9
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series C (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (5) $ 13.70 $ 88.16 $ (32.24) $ (178.86) $ 88.14
======== ========= =========== ============ ==========
Cash distributions to investors
Source (on GAAP basis)
Investment income $ 32.68 $ 48.85 $ 46.06 $ 19.87 $ 12.21 -
Return of capital $ 57.32 $ 41.15 $ 43.94 $ 70.13 $ 77.79 $ 123.33
Source (on Cash basis)
- Operations $ 90.00 $ 90.00 $ 90.00 $ 19.59 $ 90.00 $ 123.33
- Sales - - - $ 70.41 - -
- Refinancing - - - - - -
- Other - - - - - -
Weighted average number of limited partnership
($100) units outstanding 198,187 198,332 198,551 199,558 199,900 199,992
========== ======== ========= ========= =========== ===========
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(3) The Partnership records a write down to its residual position if it has
been determined to be impaired. Impairment generally occurs for one of two
reasons: (1) when the recoverable value of the underlying equipment falls
below the Partnership's carrying value or (2) when the primary security
holder has foreclosed on the underlying equipment in order to satisfy the
remaining lease obligation and the amount of proceeds received by the
primary security holder in excess of such obligation is not sufficient to
recover the Partnership's residual position.
(4) The Partnership's Reinvestment Period expired on June 19, 1996, five years
after the Final Closing Date. The General Partner distributed a Definitive
Consent Statement to the Limited Partners to solicit approval of two
amendments to the Partnership Agreement. As of February 19, 1998 these
amendments were agreed to and are effective from and after June 19, 1996.
The amendments: (1) extend the Reinvestment Period for a maximum of four
and one half additional years and likewise delay the start and end of the
Liquidation Period, and (2) eliminate the Partnership's obligation to pay
the General Partner $529,125 of the $634,125 accrued and unpaid management
fees as of December 31, 1997 and any additional management fees which would
otherwise accrue during the present Liquidation Period. The portion of the
accrued and unpaid management fees that would be payable to the General
Partner or $105,000 ($634,125 less $529,125) will be returned to the
Partnership in the form of an additional Capital Contribution by the
General Partner.
(5) Interim tax information not available.
B-10
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D
(unaudited)
The following table summarizes the operating results of Series D. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 730,736 $ 3,084,705 $ 3,619,457 $ 3,270,722
Net gain on sales or remarketing of equipment 6,854 452,706 2,391,683 1,931,333
----------- ----------- ----------- -----------
Gross revenue 737,590 3,537,411 6,011,140 5,202,055
Less:
Interest expense 239,598 1,121,197 1,651,940 621,199
Depreciation expense 152,750 356,417 - -
Management fees - General Partner 130,599 548,400 685,103 594,623
Administrative expense reimbursement - General Partner 71,978 271,829 301,945 257,401
General and administrative 48,002 199,751 217,378 273,663
Amortization of initial direct costs 34,695 363,087 614,441 511,427
Provision for bad debts (3) - - - 150,000
----------- ----------- ----------- -----------
Net income - GAAP $ 59,968 $ 676,730 $ 2,540,333 $ 2,793,742
=========== =========== =========== ===========
Net income - GAAP - allocable to limited partners $ 59,368 $ 669,963 $ 2,514,930 $ 2,765,805
=========== =========== =========== ===========
Taxable income from operations (1) (4) $ 3,483,507 $ 3,097,307 $ 1,641,323
=========== =========== ===========
Cash generated from operations $ 346,598 $ 8,409,703 $ 1,621,624 $ 2,756,354
Cash generated from sales 638,024 9,741,651 15,681,303 6,776,544
Cash generated from refinancing - 2,700,000 5,250,000 4,148,838
----------- ----------- ----------- -----------
Cash generated from operations, sales and
refinancing 984,622 20,851,354 22,552,927 13,681,736
Less:
Cash distributions to investors from operations,
sales and refinancing 1,080,945 7,882,867 5,588,508 5,589,207
Cash distributions to General Partner from
operations, sales and refinancing 10,919 79,648 56,450 56,457
----------- ----------- ----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ (107,242) $12,888,839 $16,907,969 $ 8,039,072
=========== =========== =========== ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $ 3,661,321 $ 6,300,753
Net gain on sales or remarketing of equipment 1,199,830 313,468
----------- -----------
Gross revenue 4,861,151 6,614,221
Less:
Interest expense 652,196 1,261,312
Depreciation expense 4,167 1,144,609
Management fees - General Partner 778,568 996,356
Administrative expense reimbursement - General Partner 337,867 423,387
General and administrative 412,655 184,604
Amortization of initial direct costs 580,457 931,983
Provision for bad debts (3) 475,000 575,000
----------- -----------
Net income - GAAP $ 1,620,241 $ 1,096,970
=========== ===========
Net income - GAAP - allocable to limited partners $ 1,604,039 $ 1,086,000
=========== ===========
Taxable income from operations (1) $ 2,612,427 $ 5,766,321
=========== ===========
Cash generated from operations $ 1,969,172 $ 6,330,281
Cash generated from sales 9,054,589 5,143,299
Cash generated from refinancing - -
----------- -----------
Cash generated from operations, sales and
refinancing 11,023,761 11,473,580
Less:
Cash distributions to investors from operations,
sales and refinancing 5,596,503 5,600,000
Cash distributions to General Partner from
operations, sales and refinancing 56,530 56,564
----------- -----------
Cash generated from (used by) operations, sales and
refinancing after cash distributions $ 5,370,728 $ 5,817,016
=========== ===========
</TABLE>
B-11
<PAGE>
TABLE III
Operating Results of Prior Public Programs - Series D (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- --------------------------------------------------------
1998 1997 1996 1995 1994 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income from operations (1) (4) $ 86.40 $ 76.82 $ 40.70 $ 64.71 $ 142.72
========== ========= ========= ========= ===========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 5.49 $ 16.79 $ 63.00 $ 69.28 $ 40.13 $ 27.15
Return of capital 94.51 $ 180.71 $ 77.00 $ 70.72 $ 99.87 $ 112.85
Source (on Cash basis)
- Operations $ 32.06 $ 197.50 $ 40.62 $ 69.04 $ 48.77 $ 140.00
- Sales 59.02 - $ 99.38 $ 70.96 $ 91.23
- Refinancing - - - - -
- Other -8.91 - - - -
Weighted average number of limited partnership
($100) units outstanding 399,118 399,138 399,179 399,229 399,703 400,000
========= =========== ========== ========= ========= ==========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income from operations
is due to different methods of calculating depreciation and amortization,
the use of the reserve method for providing for possible doubtful accounts
under GAAP and different methods of recognizing revenue on Direct Finance
Leases.
(2) The program held its initial closing on September 13, 1991 and as of its
final closing date on June 5, 1992 it had eighteen (18) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-12
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E
(unaudited)
The following table summarizes the operating results of Series E. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -----------------------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 2,216,133 $ 6,401,873 $ 7,907,175 $10,570,473
Net gain on sales or remarketing of equipment 270,346 1,209,420 1,942,041 1,610,392
----------- ----------- ------------- -----------
Gross revenue 2,486,479 7,611,293 9,849,216 12,180,865
Less:
Interest expense 1,019,133 2,471,045 2,957,534 4,377,702
Management fees - General Partner 432,694 919,728 1,120,336 1,596,569
Administrative expense reimbursement - General Partner 208,970 486,253 563,107 784,775
Provision for bad debts (3) 200,000 - 400,000 600,000
Amortization of initial direct costs 173,973 461,620 887,960 1,530,505
Depreciation 105,096 475,619 1,061,711 1,061,712
General and administrative 90,139 370,705 608,293 638,362
Minority interest in joint venture 30,795 57,738 6,392 5,438
----------- ----------- ------------- -----------
Net income - GAAP $ 225,679 $ 2,368,585 $ 2,243,883 $ 1,585,802
=========== =========== ============= ===========
Net income - GAAP - allocable to limited partners $ 223,422 $ 2,344,899 $ 2,221,444 $ 1,569,944
=========== =========== ============= ===========
Taxable income (loss) from operations (1) (4) $ 981,575 $ (3,280,008) $ 1,700,386
=========== =========== ============= ===========
Cash generated from operations $ 4,759,343 $21,638,350 $ 13,210,339 $ 8,768,414
Cash generated from sales 580,586 15,313,194 10,358,637 7,419,261
Cash generated from refinancing 6,257,067 20,765,451 13,780,000 7,400,000
========= ========== ========== =========
Cash generated from operations, sales and refinancing 11,596,996 57,716,995 37,348,976 23,587,675
Less:
Cash distributions to investors from operations,
sales and refinancing 1,939,210 7,768,316 7,771,164 7,773,082
Cash distributions to General Partner from operations,
sales and refinancing 19,588 78,468 78,496 78,512
----------- ----------- ------------- -----------
Cash generated from operations, sales and refinancings
after cash distributions $ 9,638,168 $49,870,211 $ 29,499,316 $15,736,081
=========== =========== ============= ===========
<CAPTION>
For the Years Ended December 31,
--------------------------------
1994 1993
---- ----
<S> <C> <C>
Revenues $10,946,254 $ 8,748,076
Net gain on sales or remarketing of equipment 628,027 1,486,575
----------- -----------
Gross revenue 11,574,281 10,234,651
Less:
Interest expense 4,868,950 3,023,934
Management fees - General Partner 1,547,509 949,468
Administrative expense reimbursement - General Partner 408,114 811,966
Provision for bad debts (3) 250,000 2,186,750
Amortization of initial direct costs 1,840,714 1,667,212
Depreciation 289,478 18,037
General and administrative 438,569 315,000
Minority interest in joint venture - -
----------- ------------
Net income - GAAP $ 1,527,095 $ 1,499,573
=========== ===========
Net income - GAAP - allocable to limited partners $ 1,511,824 $ 1,484,577
=========== ===========
Taxable income (loss) from operations (1) $ 2,793,029 $ 3,293,140
=========== ===========
Cash generated from operations $17,597,929 $18,415,294
Cash generated from sales 6,492,842 9,416,909
Cash generated from refinancing - 38,494,983
-----------
Cash generated from operations, sales and refinancing 24,090,771 66,327,186
Less:
Cash distributions to investors from operations,
sales and refinancing 8,390,043 5,796,799
Cash distributions to General Partner from operations,
sales and refinancing 78,582 58,637
----------- -----------
Cash generated from operations, sales and refinancings
after cash distributions $15,622,146 $60,471,750
=========== ===========
</TABLE>
B-13
<PAGE>
TABLE III
Operating Results of Prior Public Programs-Series E (Continued)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Year Ended December 31,
--------- -----------------------------------------
1998 1997 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Tax and distribution data per $1,000 limited partner investment
Federal Income Tax results:
Taxable income (loss) from operations (1) (4) $ 15.95 $ (53.28) $ 27.61
========= ========== ========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 14.69 $ 38.49 $ 36.45 $ 25.75
Return of capital $ 112.81 $ 89.01 $ 91.05 $ 101.75
Source (on cash basis)
- Operations $ 127.50 $ 127.50 $ 127.50 $ 127.50
- Sales - - - -
- Refinancings - - - -
- Other - - - -
Weighted average number of limited partnership
($100) units outstanding 608,381 609,211 609,503 609,650
=========== ========== ========= =======
<CAPTION>
For the Year Ended December 31,
---------------------------------
1994 1993
---- ----
<S> <C> <C>
Tax and distribution data per $1,000 limited partner investment
Federal Income Tax results:
Taxable income (loss) from operations (1) $ 45.32 $ 66.54
========== =========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 24.78 $ 30.32
Return of capital $ 112.74 $ 88.06
Source (on cash basis)
- Operations $ 137.52 $ 118.38
- Sales - -
- Refinancings - -
- Other - -
Weighted average number of limited partnership
($100) units outstanding 610,080 489,966
========= =========
</TABLE>
(1) The difference between Net income - GAAP and Taxable income (loss) from
operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on July 6, 1992 and as of its final
closing date of July 31, 1993 it had twenty-six (26) additional
semi-monthly closings. Taxable income from operations per $1,000 limited
partner investment is calculated based on the weighted average number of
limited partnership units outstanding during the period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-14
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
The following table summarizes the operating results of L.P. Six. The Program's
records are maintained in accordance with Generally Accepted Accounting
Principles ("GAAP") for financial statement purposes.
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- ----------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues $ 1,488,286 $ 6,452,409 $ 9,238,182
Net gain on sales or remarketing of equipment 94,149 58,523 338,574
----------- ----------- -----------
Gross revenue 1,582,435 6,510,932 9,576,756
Less:
Interest expense 588,261 2,648,557 4,330,544
Management fees - General Partner 254,169 1,092,714 1,333,394
Amortization of initial direct costs 205,583 1,071,656 1,349,977
Depreciation 159,480 745,275 848,649
Administrative expense reimbursement - General Partner 123,218 547,382 642,276
Provision for bad debts (3) 100,000 183,274 750,000
General and administrative 43,559 178,464 657,470
Minority interest in joint venture 1,693 7,990 31,413
----------- ----------- -----------
Net income (loss) - GAAP $ 106,472 $ 35,620 $ (366,967)
=========== =========== ===========
Net income (loss) - GAAP - allocable to limited partners $ 105,407 $ 35,264 $ (363,297)
=========== =========== ===========
Taxable income (loss) from operations (1) (4) $(1,154,365) $ (574,054)
=========== ===========
Cash generated from operations $ 1,474,692 $12,075,547 $ 9,923,936
Cash generated from sales 383,797 4,336,675 8,684,744
Cash generated from refinancing - 7,780,328 9,113,081
----------- ----------- -----------
Cash generated from operations, sales and refinancing 1,858,489 24,192,550 27,721,761
Less:
Cash distributions to investors from operations,
sales and refinancing 1,022,275 4,102,940 4,119,354
Cash distributions to General Partner from operations,
sales and refinancing 10,326 41,444 41,613
----------- ----------- -----------
Cash generated from operations, sales and refinancing
after cash distributions $ 825,888 $20,048,166 $23,560,794
=========== =========== ===========
<CAPTION>
For the Years Ended December 31,
----------------------------------
1995 1994
---- ----
<S> <C> <C>
Revenues $ 6,622,180 $ 203,858
Net gain on sales or remarketing of equipment 107,733 -
----------- ------------
Gross revenue 6,729,913 203,858
Less:
Interest expense 3,003,633 2,142
Management fees - General Partner 696,096 8,827
Amortization of initial direct costs 828,154 12,748
Depreciation 636,487 -
Administrative expense reimbursement - General Partner 381,471 6,872
Provision for bad debts (3) 570,000 63,500
General and administrative 360,235 38,879
Minority interest in joint venture 177,769 -
----------- ------------
Net income (loss) - GAAP $ 76,068 $ 70,890
=========== ============
Net income (loss) - GAAP - allocable to limited partners $ 75,307 $ 70,181
=========== ============
Taxable income (loss) from operations (1) $ 2,239,753 $ 71,033
=========== ============
Cash generated from operations $ 8,776,203 $ 439,913
Cash generated from sales 1,016,807 -
Cash generated from refinancing 33,151,416 -
----------- ------------
Cash generated from operations, sales and refinancing 42,944,426 439,913
Less:
Cash distributions to investors from operations,
sales and refinancing 2,543,783 311,335
Cash distributions to General Partner from operations,
sales and refinancing 25,694 3,145
----------- ------------
Cash generated from operations, sales and refinancing
after cash distributions $40,374,949 $ 125,433
=========== ============
</TABLE>
B-15
<PAGE>
TABLE III
Operating Results of Prior Public Programs-L.P. Six
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, For the Years Ended December 31,
--------- -----------------------------------------------
1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Tax data and distributions per $1,000 limited
partner investment
Federal income tax results:
Taxable income (loss) from operations (1) (4) $ (29.94) $ (14.83) $ 85.13 $ 22.15
========= =========== ======== =========
Cash distributions to investors (2)
Source (on GAAP basis)
Investment income $ 11.05 $ .86 $ - $ 2.89 $ 22.10
Return of capital $ 96.45 $ 106.64 $ 107.50 $ 94.78 $ 75.94
Source (on cash basis)
- Operations $ 107.50 $ 107.50 $ 107.50 $ 97.67 $ 98.04
- Sales - - - - -
- Refinancing - - - - -
- Other - - - - -
Weighted average number of limited partnership
($100) units outstanding 380,379 381,687 383,196 260,453 31,755
========= ========= =========== ======== =======
</TABLE>
(1) The difference between Net income (loss) - GAAP and Taxable income (loss)
from operations is due to different methods of calculating depreciation and
amortization, the use of the reserve method for providing for possible
doubtful accounts under GAAP and different methods of recognizing revenue
on Direct Finance Leases.
(2) The program held its initial closing on March 31, 1994. Taxable income from
operations per $1,000 limited partner investment is calculated based on the
weighted average number of limited partnership units outstanding during the
period.
(3) The Partnership records a provision for bad debts to provide for estimated
credit losses in the portfolio. This policy is based on an analysis of the
aging of the Partnership's portfolio, a review of the non-performing
receivables and leases, prior collection experience and historical loss
experience.
(4) Interim tax information not available.
B-16
<PAGE>
TABLE IV
Results of Completed Prior Public Programs
(unaudited)
No Prior Public Programs have completed
operations in the five years ended March 31, 1998.
B-17
<
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1988 1990 $32,352 $13,859 $16,955 $3,096 $1,064
Office Copier 1988 1990 $180,922 $52,504 $52,504 $0 ($30,400)
Agriculture 1988 1991 $19,032 $8,921 $7,225 ($1,696) ($2,214)
Computers 1988 1991 $8,450 $0 $465 $465 $0
Computers 1989 1991 $363,540 $28,027 $56,077 $28,050 $14,962
Telecommunications 1990 1991 $827,804 $49,393 $0 ($49,393) $0
Medical 1988 1991 $29,756 $0 $0 $0 ($10,626)
Copiers 1988 1991 $235,863 $0 $0 $0 ($18,115)
Agriculture 1988 1992 $61,200 $25,810 $24,152 ($1,658) $0
Computers 1988 1992 $51,353 $0 $0 $0 $0
Copiers 1988 1992 $195,875 $0 $0 $0 $0
Material Handling 1988 1992 $78,321 $0 $0 $0 $0
Medical 1988 1992 $50,433 $15,250 $7,000 ($8,250) $34,389
Computers 1989 1992 $41,058 $4,553 $6,606 $2,053 ($13,951)
Copiers 1989 1992 $81,913 $6,495 $6,495 $0 $1,114
Office Equipment 1989 1992 $81,986 $2,821 $12,298 $9,477 ($28,695)
Computers 1991 1992 $3,607 $3,196 $4,142 $946 $1,076
Furniture And Fixtures 1992 1992 $4,325 $4,430 $4,390 ($40) $65
Computers 1988 1993 $71,813 $0 $0 $0 $0
Furniture 1988 1993 $350,000 $0 $0 $0 $0
Medical 1988 1993 $221,191 $182 $2,382 $2,200 $2,341
Agriculture 1989 1993 $57,975 $2,050 $2,932 $882 ($1,724)
Printing 1989 1993 $126,900 $5,661 $7,800 $2,139 ($10,729)
Reprographics 1989 1993 $112,500 $115 $115 $0 ($12,079)
Computers 1990 1993 $79,043 $0 $0 $0 $0
Reprographics 1990 1993 $71,805 $8,391 $12,528 $4,137 $0
Retail 1990 1993 $198,513 ($32,916) $67,894 $100,810 $0
Video Production 1990 1993 $341,796 $67,965 $161,615 $93,650 $24,507
Computers 1991 1993 $135,380 $6,540 $20,134 $13,594 ($50,622)
Fixture 1992 1993 $2,267 $1,635 $1,824 $189 $11
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1992 1993 $20,000 $11,840 $11,200 ($640) ($4,800)
Video Production 1992 1993 $3,362 $1,110 $592 ($518) ($2,867)
Manufacturing & Production 1993 1993 $22,660 $0 $0 $0 $0
Agriculture 1988 1994 $30,000 $288 $288 $0 $0
Medical 1988 1994 $46,050 $6,438 $6,438 $0 $0
Computers 1989 1994 $71,152 $6,942 $500 ($6,442) ($1,449)
Computers 1991 1994 $156,552 $6,882 $16,611 $9,729 ($41,137)
Material Handling 1991 1994 $7,013 $1,973 $2,203 $230 ($604)
Medical 1991 1994 $40,556 ($11,278) $1,460 $12,738 $375
Fixture 1992 1994 $3,396 $751 $845 $94 ($1,192)
Manufacturing & Production 1992 1994 $17,103 ($199) $0 $199 ($5,443)
Furniture 1993 1994 $26,868 $0 $0 $0 $0
Manufacturing & Production 1993 1994 $27,096 $10,139 $11,054 $915 $0
Agriculture 1989 1994 $14,191 $350 $350 $0 $0
Printing 1993 1994 $24,112 $24,030 $27,061 $3,031 $0
Computers 1991 1995 $17,200 $173 $3,522 $3,349 $1,594
Copiers 1991 1995 $49,081 $7,350 $7,423 $73 ($3,044)
Sanitation 1991 1995 $21,452 $560 $4,818 $4,258 $3,010
Agriculture 1992 1995 $7,828 $462 $737 $275 ($1,901)
Computers 1993 1995 $64,391 $36,094 $5,863 ($30,231) $0
Manufacturing & Production 1993 1995 $28,557 $8,752 $8,912 $160 $0
Retail 1993 1995 $28,507 ($9) $697 $706 $0
Computers 1991 1996 $35,618 $1,502 $20,150 $18,648 $19,571
Copiers 1991 1996 $117,238 $17,784 $32,380 $14,596 $28,006
Material Handling 1991 1996 $14,996 $843 $3,223 $2,380 $3,432
Sanitation 1991 1996 $35,854 $5,946 $5,649 ($297) $5,260
Fixture 1992 1996 $18,452 $1,909 $1,909 $0 ($1,919)
Computers 1993 1996 $72,479 ($573) $515 $1,088 $0
Furniture 1993 1996 $9,978 ($2) $0 $2 $0
Material Handling 1993 1996 $11,824 $0 $0 $0 $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series A for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ----------------------------- ----------- ------------- ------------- ------------ -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1993 1996 $33,190 $400 $403 $3 $0
Retail 1993 1996 $44,673 ($5) $0 $0 $0
Sanitation 1993 1996 $5,822 $0 $0 $0 $0
Video Production 1993 1996 $41,465 $12,099 $12,441 $342 $0
Medical 1994 1996 $12,166 $960 $2,000 $1,040 ($4,259)
Computers 1991 1997 $75,602 $4,349 $15,753 $11,403 $19,783
Computers 1993 1997 $39,593 $6,013 $0 ($6,013) $0
Retail 1993 1997 $158,276 $16,960 $23,438 $23,423 $5,373
Video 1993 1997 $27,273 $0 $0 $0 $0
Sanitation 1996 1997 $3,571 $43 $1,380 $1,337 $0
Computers 1993 1998 $123,234 $0 $205 $205 (4)
Manufacturing & Production 1993 1998 $110,906 $366 $706 $340 (4)
Printing 1993 1998 $33,033 $0 $776 $776 (4)
Retail 1993 1998 $43,805 $0 $7 $7 (4)
Telecommunications 1993 1998 $26,238 $591 $605 $14 (4)
Video 1993 1998 $16,975 $0 $0 $0 (4)
Manufacturing & Production 1995 1998 $14,356 $0 $6 $6 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1990 1990 $31,129 $28,288 $34,142 $5,854 $3,013
Mining 1990 1990 $145,227 $120,804 $120,804 $0 $0
Video Production 1990 1990 $10,201 $8,006 $9,086 $1,080 $671
Agriculture 1989 1991 $5,986 $4,003 $0 ($4,003) $0
Computers 1989 1991 $76,899 $52,134 $7,492 ($44,642) $0
Construction 1989 1991 $48,299 $43,554 $7,784 ($35,770) ($7,007)
Copiers 1989 1991 $7,469 $4,997 $16 ($4,981) $0
Environmental 1989 1991 $10,609 $11,546 $0 ($11,546) $0
Furniture 1989 1991 $86,965 $62,229 $19,339 ($42,890) $0
Manufacturing & Production 1989 1991 $55,125 $34,435 $12,807 ($21,628) $0
Medical 1989 1991 $9,447 $7,643 $0 ($7,643) $0
Office Equipment 1989 1991 $25,171 $24,586 $64 ($24,522) ($1,985)
Retail 1989 1991 $4,405 $4,792 $0 ($4,792) $0
Sanitation 1989 1991 $15,448 $17,983 $0 ($17,983) $0
Telecommunications 1989 1991 $2,238 $0 $60 $60 $0
Transportation 1989 1991 $9,474 $10,801 $0 ($10,801) $0
Video Production 1989 1991 $11,925 $1,762 $7 ($1,755) $0
Agriculture 1990 1991 $35,245 $4,694 $0 ($4,694) ($5,210)
Computers 1990 1991 $2,671,588 $601,346 $136,169 ($465,177) ($476,397)
Construction 1990 1991 $64,544 $29,979 $24,379 ($5,600) ($9,949)
Copiers 1990 1991 $30,699 $18,760 $911 ($17,849) $0
Environmental 1990 1991 $14,658 $15,434 $0 ($15,434) $0
Fixture 1990 1991 $29,510 $27,027 $808 ($26,219) $0
Furniture 1990 1991 $53,420 $34,771 $3,598 ($31,173) ($5,953)
Manufacturing & Production 1990 1991 $526,568 $504,823 $226,978 ($277,845) ($47,036)
Material Handling 1990 1991 $112,075 $59,977 $34,758 ($25,219) $0
Medical 1990 1991 $93,771 $47,016 $0 ($47,016) ($19,410)
Mining 1990 1991 $221,706 $0 $0 $0 ($82,375)
Miscellaneous 1990 1991 $29,443 $28,179 $0 ($28,179) $0
Office Equipment 1990 1991 $44,560 $34,289 $760 ($33,529) $0
Restaurant 1990 1991 $97,304 $45,062 $18,564 ($26,498) ($24,787)
Retail 1990 1991 $43,751 $18,362 $9,230 ($9,132) ($12,624)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanitation 1990 1991 $171,345 $66,074 $77,146 $11,072 ($78,222)
Telecommunications 1990 1991 $980,613 $119,372 $0 ($119,372) ($11,618)
Transportation 1990 1991 $13,434 $13,858 $0 ($13,858) $0
Video Production 1990 1991 $46,645 $26,631 $3,754 ($22,877) $11,741
Material Handling 1991 1991 $109,115 $108,512 $113,482 $4,970 $0
Agriculture 1989 1992 $89,766 $19,058 $21,912 $2,854 ($12,999)
Computers 1989 1992 $60,747 $1,659 $2,593 $934 $0
Copiers 1989 1992 $79,556 $10,817 $10,839 $22 ($9,798)
Furniture 1989 1992 $35,512 $2,418 $2,911 $493 $0
Manufacturing & Production 1989 1992 $117,236 $1,924 $1,936 $12 $0
Material Handling 1989 1992 $16,058 $670 $789 $119 ($7,845)
Medical 1989 1992 $31,701 $7,548 $1,967 ($5,580) $0
Office Equipment 1989 1992 $19,981 $1,381 $1,427 $46 $0
Printing 1989 1992 $25,000 $3,510 $2,510 ($1,000) ($8,247)
Telecommunications 1989 1992 $18,779 $1,910 $2,012 $102 $0
Video Production 1989 1992 $21,849 $3,275 $3,283 $8 $0
Agriculture 1990 1992 $46,968 $2,847 $3,463 $617 ($4,451)
Computers 1990 1992 $3,872,456 $671,632 $342,387 ($329,245) ($1,086,408)
Construction 1990 1992 $23,493 $1,229 $1,229 $0 $0
Copiers 1990 1992 $19,240 $2,165 $3,524 $1,358 ($8,884)
Environmental 1990 1992 $7,195 $1,164 $1,164 $0 ($4,683)
Fixture 1990 1992 $55,869 $7,661 $9,096 $1,436 ($34,594)
Furniture 1990 1992 $58,095 $7,193 $7,719 $525 ($26,836)
Manufacturing & Production 1990 1992 $192,143 $47,665 $43,213 ($4,452) ($45,657)
Material Handling 1990 1992 $104,852 $23,011 $7,775 ($15,236) ($15,648)
Medical 1990 1992 $88,537 $12,382 $13,393 $1,011 ($38,945)
Miscellaneous 1990 1992 $4,999 $1,313 $1,236 ($77) ($2,804)
Office Equipment 1990 1992 $1,203,666 $179,190 $2,513 ($176,678) ($6,351)
Printing 1990 1992 $4,055 $787 $787 $0 ($2,487)
Restaurant 1990 1992 $83,624 $194 $6,850 $6,657 ($12,961)
Retail 1990 1992 $63,030 $35,999 $581 ($35,419) ($1,296)
Sanitation 1990 1992 $200,642 $12,623 $13,101 $478 ($14,846)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1990 1992 $64,899 $11,997 $4,965 ($7,032) ($18,620)
Transportation 1990 1992 $7,610 $1 $1 $0 $0
Video Production 1990 1992 $18,558 $3,521 $4,302 $781 ($7,177)
Furniture 1991 1992 $25,909 $28,313 $0 ($28,313) $0
Manufacturing & Production 1991 1992 $51,311 $47,497 $57,487 $9,990 $0
Material Handling 1991 1992 $10,023 $10,462 $10,595 $133 $0
Office Equipment 1991 1992 $15,789 $0 $0 $0 $0
Sanitation 1991 1992 $18,840 $10,122 $10,516 $394 $0
Agriculture 1989 1993 $31,500 $4,370 $10,095 $5,725 $1,431
Computers 1989 1993 $93,554 $267 $661 $394 $0
Copiers 1989 1993 $168,679 $19,448 $23,072 $3,624 ($26,046)
Furniture 1989 1993 $116,287 $17,152 $19,536 $2,384 ($9,084)
Manufacturing & Production 1989 1993 $14,804 $2,832 $3,541 $709 $0
Material Handling 1989 1993 $20,725 $0 $1,650 $1,650 $0
Office Equipment 1989 1993 $81,777 $990 $17,490 $16,500 ($4,999)
Telecommunications 1989 1993 $2,524 $0 $0 $0 $0
Video Production 1989 1993 $22,321 $0 $0 $0 $0
Agriculture 1990 1993 $132,350 $11,556 $11,963 $407 ($42,903)
Automotive 1990 1993 $75,730 $45,795 $51,888 $6,093 ($3,043)
Computers 1990 1993 $1,069,393 $140,198 $164,423 $24,225 ($267,270)
Construction 1990 1993 $41,779 $5,058 $5,075 $17 ($9,774)
Copiers 1990 1993 $23,318 $3,058 $2,505 ($553) ($7,670)
Fixture 1990 1993 $73,038 $10,235 $10,235 $0 ($22,303)
Furniture 1990 1993 $118,834 $11,204 $11,509 $305 ($10,168)
Manufacturing & Production 1990 1993 $1,120,324 $139,342 $186,899 $47,557 ($271,929)
Material Handling 1990 1993 $210,922 $20,462 $29,157 $8,695 ($51,481)
Medical 1990 1993 $380,749 $56,711 $37,821 ($18,890) ($68,880)
Office Equipment 1990 1993 $69,232 $8,695 $9,275 $580 ($18,731)
Printing 1990 1993 $6,061 $1,431 $1,050 ($381) ($1,388)
Reprographics 1990 1993 $82,000 $8,200 $40,000 $31,800 $7,109
Restaurant 1990 1993 $121,682 $10,330 $11,517 $1,187 ($28,626)
Retail 1990 1993 $11,280 $813 $1,797 $984 ($2,806)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Sanitation 1990 1993 $43,697 $5,148 $5,152 $4 ($10,588)
Telecommunications 1990 1993 $278,193 $20,246 $22,616 $2,370 ($58,857)
Miscellaneous 1990 1993 $595,538 ($98,697) $203,595 $302,292 $0
Video Production 1990 1993 $7,981 $374 $374 $0 ($1,484)
Computers 1991 1993 $248,090 $36,021 $36,834 $813 ($9,175)
Construction 1991 1993 $10,590 $869 $1,875 $1,006 ($4,480)
Furniture 1991 1993 $73,541 ($66) $603 $669 ($7,311)
Manufacturing & Production 1991 1993 $12,951 $0 $0 $0 $0
Material Handling 1991 1993 $43,408 $20,390 $23,147 $2,757 ($1,015)
Medical 1991 1993 $9,425 $5,708 $6,513 $805 $858
Sanitation 1991 1993 $37,743 $16,285 $15,506 ($779) $0
Computers 1992 1993 $79,557 $38,668 $38,668 $0 ($36,961)
Material Handling 1992 1993 $30,692 $149 $6,578 $6,429 ($17,976)
Computers 1989 1994 $468,870 $109,719 $109,720 $1 $102,026
Copiers 1989 1994 $13,461 $30 $30 $0 $0
Furniture 1989 1994 $218,655 $79,000 $79,000 $0 $80,901
Manufacturing & Production 1989 1994 $90,725 ($13) $0 $13 $0
Medical 1989 1994 $97,017 $699 $1,141 $441 $0
Office Equipment 1989 1994 $2,796 $0 $126 $126 $0
Printing 1989 1994 $14,123 $0 $0 $0 $0
Telecommunications 1989 1994 $10,950 ($2) $127 $129 $0
Agriculture 1990 1994 $73,503 $11,518 $12,258 $740 ($3,345)
Computers 1990 1994 $3,937,366 $957,935 $959,231 $1,295 $367,292
Construction 1990 1994 $141,052 $16,265 $16,265 $0 ($14,659)
Fixture 1990 1994 $100,514 $10,959 $10,959 $0 ($6,640)
Furniture 1990 1994 $282,115 $89,792 $94,919 $5,127 $43,164
Manufacturing & Production 1990 1994 $443,855 $121,619 $137,376 $15,757 ($8,207)
Material Handling 1990 1994 $411,986 $20,972 $20,972 $0 ($33,402)
Medical 1990 1994 $462,679 $42,572 $62,365 $19,792 $805
Mining 1990 1994 $9,631,966 $1,298,813 $1,298,813 $0 ($689,039)
Office Equipment 1990 1994 $34,402 $3,434 $3,434 $0 ($8,258)
Reprographics 1990 1994 $16,482 $4,547 $4,547 $0 $904
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1990 1994 $297,355 $32,327 $33,776 $1,449 ($29,158)
Retail 1990 1994 $841,977 $440,914 $440,914 $0 $668,569
Sanitation 1990 1994 $7,147 $0 $0 $0 $0
Telecommunications 1990 1994 $261,049 ($6,700) $30,311 $37,011 $11,248
Video Production 1990 1994 $45,804 $5,357 $5,365 $8 ($4,684)
Agriculture 1991 1994 $15,633 $625 $629 $4 $0
Computers 1991 1994 $684,631 $59,296 $59,296 $0 ($213,947)
Copiers 1991 1994 $39,270 $2,598 $648 ($1,950) ($15,152)
Environmental 1991 1994 $44,016 $864 $904 $41 $0
Furniture 1991 1994 $20,546 $906 $923 $17 $0
Material Handling 1991 1994 $66,497 $2,470 $2,642 $172 ($5,750)
Medical 1991 1994 $602,400 $306,415 $373,385 $66,970 $139,985
Sanitation 1991 1994 $83,638 $4,459 $4,634 $174 $0
Telecommunications 1991 1994 $11,188 $898 $1,146 $248 ($3,419)
Manufacturing & Production 1993 1994 $81,735 ($61) $34 $95 $0
Material Handling 1993 1994 $6,578 $3,110 $3,600 $490 $0
Sanitation 1994 1994 $7,320 $0 $0 $0 $0
Computers 1989 1995 $24,831 $1,574 $13 ($1,561) $0
Manufacturing & Production 1989 1995 $11,262 $4,128 $0 ($4,128) $0
Computers 1990 1995 $3,151,688 $784,267 $578,324 ($205,942) $61,278
Construction 1990 1995 $397,553 $139,680 $93,172 ($46,508) $2,914
Copiers 1990 1995 $26,920 $6,048 ($0) ($6,048) $0
Furniture 1990 1995 $64,010 $5,908 $4,760 ($1,148) $5,171
Material Handling 1990 1995 $108,329 $7,629 $6,899 ($730) ($15)
Medical 1990 1995 $919,987 $320,531 $260,980 ($59,551) $56,955
Manufacturing & Production 1990 1995 $846,718 $211,207 $244,937 $33,730 $243,103
Office Equipment 1990 1995 $38,014 $4,192 $2,111 ($2,081) $1,950
Reprographics 1990 1995 $102,003 $1 $1 $0 $0
Restaurant 1990 1995 $63,437 $4,636 $1,896 ($2,740) $897
Retail 1990 1995 $2,703,611 $349,429 $193,032 ($156,397) $184,637
Sanitation 1990 1995 $58,070 $4,110 $1,738 ($2,372) $1,518
Video Production 1990 1995 $3,404 $773 $0 ($773) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1995 $23,262 $7,034 $7,449 $415 $1,921
Computers 1991 1995 $2,712,345 $677,342 $648,479 ($28,863) $126,108
Construction 1991 1995 $25,214 $1,539 $2,727 $1,188 ($2,122)
Furniture 1991 1995 $62,471 $16,192 $5,091 ($11,101) ($4,400)
Material Handling 1991 1995 $34,473 $12,502 $12,105 ($397) $0
Manufacturing & Production 1991 1995 $132,184 $5,116 $50,110 $44,993 $27,132
Office Equipment 1991 1995 $48,350 $7,177 $9,506 $2,329 ($2,320)
Restaurant 1991 1995 $73,807 $3,637 $2,910 ($728) ($1,107)
Telecommunications 1991 1995 $52,499 $3,093 $7,262 $4,169 ($3,403)
Audio 1992 1995 $128,455 $98,566 $122,689 $24,123 $32,942
Computers 1992 1995 $76,900 $2,447 $15,248 $12,801 ($10,269)
Furniture 1992 1995 $188,807 $19,652 $19,652 $0 ($57,369)
Telecommunications 1992 1995 $64,731 $47,017 $55,634 $8,616 $23,500
Video Production 1992 1995 $382,790 $247,199 $298,045 $50,846 $122,650
Copiers 1993 1995 $35,000 $0 $0 $0 $0
Computers 1994 1995 $1,043,007 $346,471 $739,181 $392,710 $661,239
Furniture 1994 1995 $204,779 $171,324 $181,605 $10,281 $0
Medical 1994 1995 $23,671 $2,015 $2,015 $0 $0
Manufacturing & Production 1994 1995 $21,038 $17,225 $18,733 $1,509 $1,436
Computers 1995 1995 $17,231 $16,864 $2,383 ($14,481) $0
Telecommunications 1989 1996 $20,339 $0 $1,566 $1,566 $0
Computers 1990 1996 $1,056,724 $123,220 $88,594 ($34,626) $94,675
Fixtures 1990 1996 $19,989 $1,285 $250 ($1,034) ($1,034)
Furniture 1990 1996 $34,265 $10,881 $0 ($10,881) ($10,881)
Medical 1990 1996 $49,882 $3,282 $332 ($2,949) ($2,357)
Manufacturing & Production 1990 1996 $72,805 $2,611 $1,588 ($1,023) $3,342
Printing 1990 1996 $26,691 $728 $0 ($728) ($728)
Reprographics 1990 1996 $77,770 $5,381 $1,037 ($4,345) $0
Retail 1990 1996 $1,332,608 $149,542 $230,752 $81,210 $238,200
Telecommunications 1990 1996 $71,300 $4,781 $895 ($3,886) $0
Computers 1991 1996 $70,789 $2,113 $1,000 ($1,113) ($1,113)
Construction 1991 1996 $24,724 $3,791 $3,857 $66 $2,506
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series B for the seven years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- --------------------------- ----------- ----------- ------------ ------------- -------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture 1991 1996 $281,079 $24,453 $28,755 $4,302 $3,424
Material Handling 1991 1996 $45,771 $7,124 $3,307 ($3,817) $0
Restaurant 1991 1996 $16,013 $1,663 $2,152 $489 $1,976
Video Production 1991 1996 $56,632 $4,245 $4,245 $0 $538
Printing 1993 1996 $15,733 $3,714 $3,814 $100 $0
Computers 1994 1996 $21,284 $13,176 $0 ($13,176) ($13,176)
Fixtures 1994 1996 $20,045 $0 $0 $0 ($14,238)
Manufacturing & Production 1994 1996 $16,349 $6,081 $6,191 $109 ($7,085)
Computers 1995 1996 $36,894 $21,698 $0 ($21,698) ($29,812)
Fixtures 1994 1996 $28,449 $25,882 $0 ($25,882) ($25,882)
Furniture 1994 1996 $20,000 $0 $0 $0 $0
Computers 1990 1997 $84,679 $10,369 $0 ($10,369) $0
Computers 1993 1997 $31,527 $1,238 $1,492 $254 $0
Retail 1993 1997 $1,811,259 $166,382 $231,762 $65,380 ($165,810)
Computers 1994 1997 $106,912 $689 $1,493 $804 ($41,957)
Manufacturing & Production 1994 1997 $43,759 $2,460 $3,548 $1,089 ($15,221)
Telecommunications 1994 1997 $64,781 $1,953 $3,990 $2,037 ($11,293)
Computers 1995 1997 $9,584 $0 $0 $0 $0
Manufacturing & Production 1995 1997 $74,770 $0 $0 $0 $0
Restaurant 1995 1997 $12,030 $0 $0 $0 ($7,218)
Video Production 1995 1997 $27,067 $4,971 $0 ($4,971) $0
Computers 1996 1997 $16,033 $15,371 $1,768 ($13,604) $0
Printing 1996 1997 $48,047 $36,903 $42,713 $5,811 $0
Computers 1993 1998 $25,907 $0 $7 $7 (4)
Manufacturing & Production 1993 1998 $26,401 $0 $8 $8 (4)
Computers 1995 1998 $59,354 $0 $1 $1 (4)
Medical 1995 1998 $30,287 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Agriculture 1991 1991 $2,942 $0 $0 $0 $0
Computers 1991 1991 $1,389 $0 $31 $31 $31
Construction 1991 1991 $906 $102 $256 $154 $154
Manufacturing & Production 1991 1991 $1,800 $328 $343 $15 $15
Material Handling 1991 1991 $1,383 $0 $269 $269 $269
Office Equipment 1991 1991 $1,233 $0 $0 $0 $0
Printing 1991 1991 $19,967 $0 $6 $6 $6
Retail 1991 1991 $6,714 $557 $639 $83 $83
Sanitation 1991 1991 $167,899 $168,591 $172,406 $3,815 $3,815
Agriculture 1991 1992 $7,013 $1,133 $300 ($834) ($773)
Computers 1991 1992 $451,724 $57,141 $55,313 ($1,828) ($38,009)
Construction 1991 1992 $233,875 $115,470 $119,943 $4,473 ($49,808)
Copiers 1991 1992 $4,634 ($1,798) $336 $2,134 $0
Fixture 1991 1992 $10,326,838 $1,421,047 $614 ($1,420,433) $0
Furniture 1991 1992 $3,478 $1 $1 $0 $0
Material Handling 1991 1992 $25,677 $10,492 $11,432 $940 ($3,074)
Medical 1991 1992 $12,817 $100 $100 $0 ($10,859)
Manufacturing & Production 1991 1992 $43,629 ($1,124) $1,754 $2,878 ($32,166)
Office Equipment 1991 1992 $8,342 $8,593 $3,261 ($5,332) $0
Printing 1991 1992 $16,961 $790 $944 $154 ($9,907)
Restaurant 1991 1992 $35,504 $22,369 $8,777 ($13,592) $0
Retail 1991 1992 $118,527 $273,200 $10,583 ($262,617) ($69,026)
Sanitation 1991 1992 $253,845 $111,627 $115,785 $4,158 $0
Telecommunications 1991 1992 $12,916 $7,936 $9,356 $1,420 ($2,588)
Miscellaneous 1991 1992 $53,827 $21,578 $13,932 ($7,646) $1,797
Agriculture 1991 1993 $57,287 $7,456 $9,998 $2,542 ($18,745)
Automotive 1991 1993 $6,266 $1,328 $1,427 $99 ($2,344)
Computers 1991 1993 $1,051,652 $162,294 $207,909 $45,615 ($325,207)
Construction 1991 1993 $464,100 $55,261 $78,501 $23,240 ($73,626)
Fixture 1991 1993 $2,403 $0 $0 $0 ($15,392)
Furniture 1991 1993 $99,455 $25,656 $15,551 ($10,105) ($138,905)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1993 $1,313,194 $708,948 $710,991 $2,043 ($81,725)
Manufacturing & Production 1991 1993 $207,168 $25,494 $33,904 $8,410 ($2,771)
Office Equipment 1991 1993 $50,397 $10,621 $11,360 $739 ($12,948)
Printing 1991 1993 $23,682 $425 $1,500 $1,075 $0
Reprographics 1991 1993 $3,898 $464 $464 $0 ($12,279)
Restaurant 1991 1993 $52,281 $8,374 $11,424 $3,050 ($45,442)
Retail 1991 1993 $107,672 $6,184 $14,538 $8,354 ($5,137)
Sanitation 1991 1993 $369,044 $58,844 $72,766 $13,922 ($3,854)
Telecommunications 1991 1993 $13,462 $609 $995 $386 ($1,686)
Transportation 1991 1993 $3,762 $271 $612 $341 $0
Construction 1992 1993 $14,788 ($961) $0 $961 $0
Retail 1992 1993 $4,093 ($139) $396 $535 ($2,058)
Agriculture 1991 1994 $37,987 $10,692 $14,276 $3,584 ($1,742)
Automotive 1991 1994 $54,591 $161 $190 $29 $0
Computers 1991 1994 $3,845,015 $145,861 $176,290 $30,428 ($761,570)
Construction 1991 1994 $144,438 $8,068 $10,874 $2,806 ($2,060)
Copiers 1991 1994 $2,041 ($0) $89 $89 $0
Environmental 1991 1994 $213,173 $94,203 $123,051 $28,848 ($38,471)
Fixture 1991 1994 $234,136 $31,188 $32,228 $1,040 ($64,973)
Furniture 1991 1994 $544,084 ($33,508) $42,733 $76,241 ($111,133)
Material Handling 1991 1994 $27,610 $9,861 $12,180 $2,320 ($8,523)
Medical 1991 1994 $166,398 $1,386 $15,777 $14,391 $490
Manufacturing & Production 1991 1994 $351,497 $31,295 $56,139 $24,844 ($79,430)
Office Equipment 1991 1994 $30,245 $0 $126 $125 $0
Printing 1991 1994 $1,066,789 $210,962 $210,962 $0 ($222,154)
Restaurant 1991 1994 $70,707 ($339) $796 $1,136 ($10,709)
Retail 1991 1994 $1,381,039 $152,323 $153,469 $1,146 ($361,934)
Sanitation 1991 1994 $173,772 $2,892 $4,374 $1,482 $0
Telecommunications 1991 1994 $277,162 ($2,629) $13,384 $16,013 ($57,036)
Video 1991 1994 $8,139 ($1) $327 $328 $0
Fixture 1992 1994 $15,450 $1,223 $1,552 $328 ($8,169)
Manufacturing & Production 1992 1994 $122,247 $21,475 $31,910 $10,435 ($37,107)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Furniture 1994 1994 $65,659 $69,225 $73,420 $4,195 $0
Computers 1991 1995 $14,393,689 $1,892,673 $1,681,499 ($211,174) ($60,114)
Construction 1991 1995 $238,913 $14,433 $27,420 $12,987 ($149,560)
Copiers 1991 1995 $39,507 $3,456 $4,077 $621 $13,504
Fixtures 1991 1995 $804,453 $113,148 $89,760 ($23,388) ($16,463)
Furniture 1991 1995 $603,534 $29,758 $76,781 $47,023 $0
Medical 1991 1995 $3,713,348 $1,692,752 $2,084,752 $392,000 ($260,046)
Manufacturing & Production 1991 1995 $3,123,635 $917,619 $768,141 ($149,478) ($1,022,443)
Office Equipment 1991 1995 $347,197 $17,431 $17,435 $5 ($3,502)
Retail 1991 1995 $1,765,207 $206,416 $117,745 ($88,670) $854,893
Sanitation 1991 1995 $26,224 $6,541 ($655) ($7,196) $0
Telecommunications 1991 1995 $373,595 $37,285 $38,143 $858 ($103,967)
Video Production 1991 1995 $192,070 $4,450 $23,511 $19,062 $55,805
Furniture 1993 1995 $54,942 $42,999 $23,436 ($19,562)
Material Handling 1993 1995 $46,931 $13,325 $13,753 $428 $0
Restaurant 1994 1995 $436,966 $379,595 $411,179 $31,584 ($17,421)
Retail 1994 1995 $35,025 $10,101 $10,120 $19
Telecommunications 1994 1995 $19,591 $11,665 $1,542 ($10,123) ($13,275)
Fixtures 1995 1995 $25,958 $26,768 $26,866 $99
Agriculture 1991 1996 $7,362 $365 $0 ($365) ($365)
Computers 1991 1996 $3,287,984 $417,743 $317,557 ($100,185) $469,256
Fixtures 1991 1996 $142,743 $1,011 $0 ($1,011) ($1,011)
Furniture 1991 1996 $1,670,320 ($155,540) $83,650 $239,190 $303,948
Medical 1991 1996 $2,023,960 $774,664 $377,555 ($397,109) $459,686
Manufacturing & Production 1991 1996 $160,029 $4,540 $1,849 ($2,691) ($812)
Restaurant 1991 1996 $85,715 ($780) $7,296 $8,077 $11,319
Retail 1991 1996 $71,310 $8,481 $1,150 ($7,331) $1,390
Sanitation 1991 1996 $4,363 $433 $0 ($433) ($433)
Telecommunications 1991 1996 $95,843 $6,362 $9,248 $2,886 $7,641
Transportation 1991 1996 $815,481 $30,308 $85,288 $54,980 $86,899
Video 1991 1996 $180,577 $3,186 $12,790 $9,604 $17,915
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1996 $97,543 $11,860 $12,140 $278 $0
Environmental 1992 1996 $157,907 $3,659 $8,533 $4,874 ($11,597)
Retail 1992 1996 $53,003 $3,147 $3,897 $750 $0
Telecommunications 1992 1996 $362,250 ($28,983) $4,851 $33,834 ($21,366)
Manufacturing & Production 1993 1996 $16,123 $0 $0 $0 $0
Computers 1994 1996 $18,698 $216 $441 $255 ($11,060)
Construction 1994 1996 $14,015 $1,020 $1,020 $0 $0
Medical 1994 1996 $18,685 $15,364 $3,000 ($12,364) ($9,364)
Manufacturing & Production 1994 1996 $35,203 $0 $0 $0 ($21,180)
Office Equipment 1994 1996 $17,293 $596 $596 $0 $0
Telecommunications 1994 1996 $4,820 $0 $0 $0 $0
Computer 1991 1997 $5,327 $94 $3,865 $3,771 $4,461
Medical 1991 1997 $2,499,782 $258,686 $258,686 $0 $258,686
Retail 1991 1997 $30,855 $0 $2,500 $2,500 $3,475
Retail 1992 1997 $97,767 $1 $79 $78 $0
Sanitation 1992 1997 $147,542 $0 $1,640 $1,640 $0
Video Production 1992 1997 $66,253 $11,586 $12,305 $719 $3,869
Computers 1993 1997 $21,303 $0 $11 $11 $0
Manufacturing & Production 1993 1997 $36,069 ($0) $736 $736 $0
Restaurant 1993 1997 $25,794 $784 $1,400 $616 $0
Retail 1993 1997 $1,442,919 $134,489 $182,728 $48,239 ($136,145)
Automotive 1994 1997 $16,431 $5,412 $6,561 $1,149 ($376)
Computers 1994 1997 $24,615 $1,159 $1,350 $191 ($4,988)
Fixtures 1994 1997 $16,090 $872 $726 ($146) ($5,244)
Furniture 1994 1997 $12,814 $2,514 $0 ($2,514) $0
Manufacturing & Production 1994 1997 $86,687 $26 $1,462 $1,436 ($26,470)
Material Handling 1994 1997 $15,324 $0 $242 $242 ($5,888)
Medical 1994 1997 $485,541 $43,278 $31,102 ($12,176) $12,051
Telecommunications 1994 1997 $28,364 $1,496 $2,201 $705 ($9,751)
Manufacturing & Production 1995 1997 $25,764 $323 $1,349 $1,025 $0
Restaurant 1995 1997 $15,364 ($0) $0 $0 ($9,219)
Telecommunications 1995 1997 $34,104 $22,816 $0 ($22,816) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series C for the six years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ------------------------------- ----------- ------------ -------------- ------------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Audio 1996 1997 $46,335 $0 $0 $0 $0
Auto 1996 1997 $19,219 $602 $2,799 $2,197 $0
Computers 1996 1997 $81,936 $30,716 $32,590 $1,873 $0
Restaurant 1996 1997 $14,346 $13,996 $16,964 $2,968 $0
Telecommunications 1996 1997 $50,797 $886 $886 $0 $0
Construction 1991 1998 $13,317 $1,046 $1,244 $198 (4)
Fixtures 1994 1998 $27,381 $2,281 $3,432 $1,152 (4)
Computers 1995 1998 $19,695 $0 $708 $708 (4)
Manufacturing & Production 1995 1998 $36,284 $0 $0 $0 (4)
Restaurant 1995 1998 $24,039 $0 $46 $46 (4)
Auto 1996 1998 $22,278 $0 $2,245 $2,245 (4)
Computers 1996 1998 $14,663 $0 $894 $894 (4)
Video Production 1996 1998 $8,487 $0 $0 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1991 1992 $48,364 $0 $0 $0 $0
Medical 1992 1992 $422,800 $406,812 $180,617 ($226,195) ($21,855)
Manufacturing & Production 1992 1992 $922,806 $0 $0 $0 $0
Telecommunications 1991 1992 $2,965 $3,153 $0 ($3,153) $0
Telecommunications 1992 1992 $9,287 $2,960 $19,223 $16,262 $9,564
Video Production 1992 1992 $66,253 $0 $0 $0 $0
Medical 1991 1993 $1,473,719 $767,962 $767,962 $0 ($367,414)
Manufacturing & Production 1991 1993 $729,750 $554,748 $690,006 $135,258 $230,288
Restaurant 1991 1993 $10,967 $9,300 $12,098 $2,798 $5,185
Computers 1992 1993 $804,823 $52,481 $51,141 ($1,340) ($28,781)
Construction 1992 1993 $4,788 $1,071 $1,076 $5 ($2,902)
Copiers 1992 1993 $3,464 $1,071 $1,072 $1 ($1,699)
Furniture 1992 1993 $38,333 $847 $4,245 $3,398 ($26,422)
Manufacturing & Production 1992 1993 $1,659,018 $235,971 $239,336 $3,365 ($108,394)
Material Handling 1992 1993 $4,261 $1,826 $1,826 $0 ($1,617)
Medical 1992 1993 $1,053,825 $421,329 $499,671 $78,342 ($312,299)
Office Equipment 1992 1993 $7,692 $968 $2,919 $1,951 ($3,263)
Sanitation 1992 1993 $9,167 $1,457 $1,457 $0 ($6,364)
Telecommunications 1992 1993 $210,033 $97,163 $97,355 $192 ($118,167)
Medical 1993 1993 $190,018 $27,839 $31,758 $3,919 ($15,146)
Computers 1991 1994 $5,918,285 $1,988,610 $1,988,610 $0 $364,917
Medical 1991 1994 $4,337,672 $1,324,650 $1,325,089 $440 $275,632
Manufacturing & Production 1991 1994 $564,133 $135,237 $139,295 $4,058 ($4,466)
Mining 1991 1994 $6,882,703 $1,911,959 $1,911,959 $0 ($335,688)
Telecommunications 1991 1994 $4,457 $0 $207 $207 $0
Agriculture 1992 1994 $14,661 $308 $392 $84 ($5,218)
Automotive 1992 1994 $2,180 $596 $596 $0 ($752)
Computers 1992 1994 $1,742,271 $515,871 $517,638 $1,767 ($202,085)
Construction 1992 1994 $6,320 $1,583 $1,511 ($72) ($575)
Copiers 1992 1994 $27,272 $3,088 $3,088 $0 ($6,206)
Environmental 1992 1994 $18,502 $3,377 $3,334 ($43) ($8,169)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Fixtures 1992 1994 $30,123 $4,000 $4,966 $966 $0
Furniture 1992 1994 $128,339 $33,457 $34,909 $1,452 ($45,840)
Material Handling 1992 1994 $1,292,595 $1,131,118 $1,129,165 ($1,953) ($7,118)
Medical 1992 1994 $2,243,134 $607,899 $713,599 $105,700 ($627,651)
Manufacturing & Production 1992 1994 $160,816 $85,334 $89,861 $4,527 ($30,668)
Office Equipment 1992 1994 $15,083 $3,869 $3,866 ($3) ($5,979)
Photography 1992 1994 $3,696 $747 $747 $0 ($1,651)
Printing 1992 1994 $12,680 $728 $728 $0 ($2,409)
Restaurant 1992 1994 $85,349 $4,717 $3,740 ($977) ($7,665)
Retail 1992 1994 $14,260 $1,686 $1,686 $0 ($3,106)
Sanitation 1992 1994 $2,333 $707 $707 $0 $0
Telecommunications 1992 1994 $10,655 $3,409 $3,569 $160 ($3,119)
Transportation 1992 1994 $2,452 $716 $442 ($274) ($1,046)
Video Production 1992 1994 $6,320 $2,055 $1,755 ($301) ($2,283)
Medical 1993 1994 $99,286 $21,595 $21,772 $178 $0
Restaurant 1994 1994 $287,433 $276,973 $296,218 $19,245 $0
Computers 1991 1995 $54,716 $6,105 $8,769 $2,664 $66,761
Fixtures 1991 1995 $20,592 $6,858 $466 ($6,391) ($5,577)
Furniture 1991 1995 $671,313 $182,750 $320,524 $137,774 ($6,770)
Medical 1991 1995 $4,238,594 $737,052 $700,553 $17,535 ($71,628)
Manufacturing & Production 1991 1995 $27,177 $1,358 $0 ($1,358) ($1,358)
Retail 1991 1995 $130,096 $31,986 $65,301 $33,315 ($1,749)
Sanitation 1991 1995 $74,519 $8,525 $40,968 $32,443 ($3,429)
Agriculture 1992 1995 $61,210 $12,058 $12,959 $1,475 ($15,540)
Audio 1992 1995 $15,467 $2,721 $0 ($1,964) ($1,964)
Automotive 1992 1995 $21,561 $11,527 ($0) ($1,840) ($1,840)
Computers 1992 1995 $212,151 $24,123 $20,948 ($2,754) ($21,058)
Construction 1992 1995 $39,933 $7,207 $6,398 $0 $38
Fixtures 1992 1995 $18,898 $2,668 $2,668 $0 ($432)
Furniture 1992 1995 $12,485 $1,209 $0 ($1,209) ($1,209)
Material Handling 1992 1995 $2,697,355 $3,586,072 $3,969,642 $1,139,585 ($724,447)
Medical 1992 1995 $3,348,398 $714,943 $494,343 ($220,601) ($1,322,760)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1992 1995 $1,101,940 $268,754 $269,476 $4,782 ($67,950)
Office Equipment 1992 1995 $2,469 $0 $198 $198 $0
Restaurant 1992 1995 $21,586 $3,710 $3,732 $22 $0
Retail 1992 1995 $160,369 $29,643 $26,957 $1,227 ($751)
Sanitation 1992 1995 $6,460 $1,545 $1,497 ($48) $0
Telecommunications 1992 1995 $224,337 $37,338 $70,923 $33,585 ($718)
Video Production 1992 1995 $95,387 $25,897 $30,829 $5,442 ($428)
Medical 1993 1995 $426,311 $0 $0 $0 $0
Material Handling 1993 1995 $26,836 $19,079 $0 ($19,079) ($19,078)
Agriculture 1994 1995 $16,304 $9,913 $10,262 $348 $0
Computers 1994 1995 $16,175 $15,485 $0 ($15,485) ($15,485)
Medical 1994 1995 $30,222 $5,772 $8,996 $3,225 $0
Manufacturing & Production 1994 1995 $17,817 $14,606 $15,678 $1,072 $0
Restaurant 1994 1995 $312,000 $247,116 $271,401 $24,285 $0
Medical 1995 1995 $10,146 $1,999 $2,000 $1 $0
Computers 1991 1996 $16,882 ($2) $105 $107 $0
Fixtures 1991 1996 $25,308 $1,210 $3,244 $2,034 $4,404
Printing 1991 1996 $20,891 ($95) $556 $650 $1,280
Audio 1992 1996 $16,137 $1,887 $1,905 $18 ($1,367)
Automotive 1992 1996 $33,805 $5,441 $2,000 ($3,441) ($722)
Computers 1992 1996 $280,451 $31,923 $10,348 ($21,575) ($20,806)
Construction 1992 1996 $50,624 $5,797 $6,467 $670 ($1,915)
Copiers 1992 1996 $11,160 $1,449 $0 ($1,449) ($845)
Environmental 1992 1996 $6,810 $936 $0 ($936) $0
Fixtures 1992 1996 $99,216 $11,745 $20,000 $8,255 ($1,825)
Furniture 1992 1996 $20,459 $3,706 $0 ($3,706) ($70)
Material Handling 1992 1996 $20,615,957 $10,585,846 $12,476,033 $1,891,187 $303,725
Medical 1992 1996 $2,462,850 $252,786 $243,792 ($8,994) ($167,648)
Manufacturing & Production 1992 1996 $1,414,399 $117,455 $59,071 ($58,384) ($74,762)
Office Equipment 1992 1996 $60,154 $9,886 $9,300 ($586) ($531)
Photography 1992 1996 $7,252 $1,286 $0 ($1,286) $0
Printing 1992 1996 $16,757 $2,390 $0 ($2,390) ($2,390)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1992 1996 $108,729 $13,773 $6,318 ($7,455) ($3,765)
Retail 1992 1996 $14,165 $609 $768 $159 $0
Sanitation 1992 1996 $44,503 $6,313 $4,821 ($1,491) ($5,206)
Telecommunications 1992 1996 $427,770 $44,812 $157,751 $112,939 $72,457
Video Production 1992 1996 $21,426 $3,259 $2,455 ($804) $0
Medical 1993 1996 $133,170 $4,221 $61,949 $57,728 $6,191
Manufacturing & Production 1993 1996 $36,441 ($484) $0 $484 $0
Office Equipment 1993 1996 $24,195 ($4) $0 $4 $0
Telecommunications 1993 1996 $24,949 ($4) $881 $885 $0
Computers 1994 1996 $252,860 $4,417 $58,071 $53,654 $14,037
Fixtures 1994 1996 $12,057 $0 $781 $781 ($6,175)
Furniture 1994 1996 $27,035 $23,539 $26,106 $2,567 $5,735
Restaurant 1994 1996 $16,307 $13,051 $4,750 ($8,301) ($8,301)
Telecommunications 1994 1996 $15,157 $10,262 $11,572 $1,310 ($7,857)
Computers 1995 1996 $6,916 $201 $750 $549 ($4,753)
Fixtures 1995 1996 $15,241 $9,204 $9,796 $593 $0
Medical 1995 1996 $6,162 $1,353 $19 $0 $0
Manufacturing & Production 1995 1996 $26,538 $25,942 $0 ($25,942) ($25,942)
Restaurant 1995 1996 $508,782 $434,244 $487,909 $53,665 $0
Manufacturing & Production 1996 1996 $51,625 $44,861 $48,959 $4,098 $0
Medical 1991 1997 $1,149,504 $276,606 $96,118 $0 $188,884
Automotive 1992 1997 $24,515 $4,367 $3,040 ($1,328) $1,981
Computers 1992 1997 $347,614 $11,917 $19,814 $7,898 $36,824
Copiers 1992 1997 $9,748 $976 $976 $0 $850
Fixture 1992 1997 $104,162 $0 $0 $0 $0
Furniture 1992 1997 $32,575 $5,708 $2,170 ($3,538) $1,208
Manufacturing & Production 1992 1997 $141,478 $11,341 $7,043 ($4,298) $6,046
Medical 1992 1997 $954,760 $103,649 $109,333 $6,185 $84,846
Printing 1992 1997 $85,513 $7,321 $5,849 ($1,472) $5,523
Retail 1992 1997 $362,443 $60,710 $84,800 $24,090 $79,536
Sanitation 1992 1997 $32,997 $3,983 $0 ($3,983) ($0)
Telecommunications 1992 1997 $18,803 $2,524 $0 ($2,524) $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Video Production 1992 1997 $20,356 $3,472 $3,494 $22 $2,691
Computers 1993 1997 $39,800 $7,443 $7,997 $554 $0
Fixture 1993 1997 $79,718 $3,455 $3,455 $0 ($12,386)
Furniture 1993 1997 $23,436 $0 $1,307 $1,307 $0
Manufacturing & Production 1993 1997 $77,698 $421 $9,876 $9,455 $1,527
Restaurant 1993 1997 $17,005 ($3) $0 $3 $0
Retail 1993 1997 $42,786 $5,800 $32 ($5,769) $0
Telecommunications 1993 1997 $76,929 $2,509 $2,622 $113 $0
Video Production 1993 1997 $233,785 $52,954 $32,076 ($20,879) $0
Computers 1994 1997 $125,746 $3,499 $8,344 $4,845 ($14,285)
Fixture 1994 1997 $90,785 $6,445 $9,149 $2,704 ($33,609)
Manufacturing & Production 1994 1997 $13,760 $962 $1,381 $419 ($3,712)
Restaurant 1994 1997 $51,400 $488 $2,198 $1,710 ($18,580)
Retail 1994 1997 $1,501,983 $319,666 $256,568 $2 ($295,191)
Telecommunications 1994 1997 $56,505 $546 $1,770 $1,224 ($8,729)
Computers 1995 1997 $1,754,928 $299,886 $568,598 $1,619 $983,173
Manufacturing & Production 1995 1997 $1,732,267 $0 $570,337 $235,733 ($603,350)
Medical 1995 1997 $88,444 $784 $4,806 $4,022 $0
Printing 1995 1997 $549,350 $58,767 $451,179 $0 $597,439
Retail 1995 1997 $20,061 $11,468 $11,761 $292 $0
Computers 1996 1997 $36,872 $34,667 $400 ($34,267) $0
Fixture 1996 1997 $51,207 $40,982 $0 ($32,982) $0
Manufacturing & Production 1996 1997 $14,123 $12,443 $1,500 ($10,943) $0
Printing 1996 1997 $3,795 $0 $0 $0 $0
Computers 1997 1997 $20,254 $17,290 $0 ($17,290) $0
Restaurant 1997 1997 $53,637 $55,316 $64,495 $9,179 $0
Manufacturing & Production 1992 1998 $1,773,568 $510,063 $119,788 ($390,275) (4)
Medical 1992 1998 $28,431 $2,072 $3,993 $1,921 (4)
Retail 1993 1998 $14,272 $1,396 $0 ($1,396) (4)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series D for the five years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ----------- ------------- -------------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1994 1998 $24,055 $0 $817 $817 (4)
Restaurant 1994 1998 $379,600 $27,557 $27,437 ($120) (4)
Retail 1994 1998 $254,056 $52,524 $35,943 ($16,581) (4)
Computers 1995 1998 $376,491 $42,215 $56,599 $14,384 (4)
Manufacturing & Production 1995 1998 $24,669 $0 $0 $0 (4)
Restaurant 1995 1998 $59,938 $0 $822 $821 (4)
Video Production 1995 1998 $21,548 $0 $0 $0 (4)
Computers 1996 1998 $6,368 $0 $0 $0 (4)
Manufacturing & Production 1996 1998 $49,800 $1,393 $4,500 $3,107 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Automotive 1992 1993 $78,708 $20,578 $21,261 $683 ($1,297)
Computers 1992 1993 $215,949 $106,608 $109,268 $2,660 $2,490
Construction 1992 1993 $19,166 $19,167 $19,758 $591 $2,748
Copiers 1992 1993 $20,119 $15,801 $16,186 $385 $2,162
Fixture 1992 1993 $34,015 $9,860 $11,228 $1,368 ($3,366)
Furniture 1992 1993 $35,126 $19,425 $19,425 $0 $0
Material Handling 1992 1993 $10,885 $6,689 $6,261 ($428) ($3,371)
Medical 1992 1993 $64,989 $4,223 $7,894 $3,671 ($22,951)
Manufacturing & Production 1992 1993 $214,901 $175,434 $180,435 $5,001 $7,349
Office Equipment 1992 1993 $56,763 $43,220 $45,905 $2,685 $2,491
Photography 1992 1993 $26,342 $21,122 $21,730 $608 ($2,163)
Printing 1992 1993 $5,275 $3,153 $3,153 $0 ($1,923)
Restaurant 1992 1993 $409,680 $272,826 $287,325 $14,499 $12,819
Sanitation 1992 1993 $16,288 $15,857 $16,556 $699 $2,098
Telecommunications 1992 1993 $61,395 $61,417 $62,977 $1,560 $8,481
Video Production 1992 1993 $17,990 $14,524 $15,710 $1,186 $1,867
Miscellaneous 1993 1993 $120,994 $77,602 $83,587 $5,985 $0
Agriculture 1993 1993 $116,298 $66,730 $83,866 $17,136 ($13,187)
Automotive 1993 1993 $271,300 $116,885 $117,399 $514 $0
Computers 1993 1993 $195,697 $48,654 $56,378 $7,724 $0
Construction 1993 1993 $38,791 $21,486 $25,834 $4,348 ($5,210)
Copiers 1993 1993 $80,019 $9,877 $13,724 $3,847 $0
Environmental 1993 1993 $14,991 $0 $0 $0 $0
Fixture 1993 1993 $111,120 $93,400 $109,342 $15,942 $0
Furniture 1993 1993 $25,242 $19,885 $18,203 ($1,682) $0
Material Handling 1993 1993 $176,632 $155,737 $183,099 $27,362 ($1,077)
Medical 1993 1993 $71,355 $57,939 $61,890 $3,951 $3,111
Manufacturing & Production 1993 1993 $26,412 $13,095 $15,580 $2,485 $0
Office Equipment 1993 1993 $14,703 $6,487 $7,422 $935 $0
Printing 1993 1993 $60,010 $12,274 $14,636 $2,362 $1,433
Restaurant 1993 1993 $63,908 $27,607 $31,424 $3,817 $0
Retail 1993 1993 $6,477 $1 $0 ($1) $0
Sanitation 1993 1993 $2,107 $82 $88 $6 ($1,893)
Telecommunications 1993 1993 $6,178,527 $5,799,650 $7,119,747 $1,320,097 $1,417,499
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Transportation 1993 1993 $324,407 $260,480 $292,416 $31,936 $34,565
Video Production 1993 1993 $20,683 $20,683 $25,715 $5,032 $0
Agriculture 1992 1994 $49,841 $10,474 $10,474 $0 ($6,108)
Audio 1992 1994 $32,788 $7,383 $7,782 $399 $0
Automotive 1992 1994 $126,970 $11,657 $12,272 $615 $0
Computers 1992 1994 $198,376 $8,722 $8,549 ($172) ($14,333)
Construction 1992 1994 $54,843 $17,730 $17,730 $0 ($4,433)
Copiers 1992 1994 $15,376 $1,775 $1,775 $0 ($1,079)
Environmental 1992 1994 $31,995 $0 $0 $0 $0
Fixture 1992 1994 $20,674 $164 $1,064 $900 ($9,736)
Furniture 1992 1994 $61,625 $5,370 $5,636 $266 $0
Manufacturing & Production 1992 1994 $101,122 $13,969 $14,432 $463 ($21,582)
Material Handling 1992 1994 $2,734,334 $2,174,030 $2,212,133 $38,103 $0
Medical 1992 1994 $314,509 $34,726 $59,635 $24,909 ($113,150)
Office Equipment 1992 1994 $2,540 $118 $118 $0 $0
Photography 1992 1994 $47,692 $6,973 $6,973 $0 ($16,375)
Printing 1992 1994 $48,147 $36,679 $36,679 $0 $16,360
Restaurant 1992 1994 $474,258 $92,399 $94,557 $2,158 ($10,127)
Retail 1992 1994 $8,087 $878 $274 ($604) ($2,014)
Sanitation 1992 1994 $103,149 $38,401 $39,685 $1,284 ($358)
Telecommunications 1992 1994 $66,815 $26,524 $27,991 $1,468 ($1,110)
Video Production 1992 1994 $12,663 $1,074 $1,074 $0 ($663)
Agriculture 1993 1994 $43,840 $19,762 $20,825 $1,063 $0
Automotive 1993 1994 $786,378 $155,107 $163,558 $8,450 ($634)
Computers 1993 1994 $771,516 $130,886 $181,111 $50,226 ($3,077)
Construction 1993 1994 $274,175 $30,496 $38,465 $7,969 ($55,502)
Copiers 1993 1994 $82,454 $24,366 $26,172 $1,806 $0
Environmental 1993 1994 $49,112 $73 $93 $20 $0
Fixture 1993 1994 $77,419 $302 $303 $1 $0
Furniture 1993 1994 $280,317 $46,066 $50,280 $4,214 $0
Material Handling 1993 1994 $192,609 $37,782 $45,441 $7,659 ($11,521)
Medical 1993 1994 $77,005 $27,502 $29,111 $1,609 $0
Manufacturing & Production 1993 1994 $173,000 $18,644 $22,629 $3,986 ($2,632)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Miscellaneous 1993 1994 $10,796 $2,469 $2,469 $0 $0
Office Equipment 1993 1994 $43,986 $4,723 $5,910 $1,187 ($975)
Photography 1993 1994 $4,929 $292 $293 $1 $0
Printing 1993 1994 $77,122 $8,529 $8,530 $1 ($10,269)
Restaurant 1993 1994 $626,431 $287,444 $335,720 $48,276 ($340)
Retail 1993 1994 $103,594 $3,848 $4,856 $1,008 ($412)
Telecommunications 1993 1994 $3,820,321 $919,560 $1,253,601 $334,040 ($102,561)
Transportation 1993 1994 $287,586 $42,283 $51,224 $8,941 $0
Computers 1994 1994 $534,310 ($4,957) $0 $4,957 $0
Telecommunications 1994 1994 $1,787 $74 $95 $22 $0
Audio 1992 1995 $67,722 $9,191 $8,143 ($1,048) ($8,721)
Automotive 1992 1995 $245,537 $55,390 $30,876 ($24,514) ($62,029)
Computers 1992 1995 $670,255 $143,868 $69,402 ($74,466) ($139,420)
Construction 1992 1995 $91,856 $12,337 $11,839 ($498) ($12,399)
Copiers 1992 1995 $68,193 $17,372 $8,598 ($8,775) ($14,211)
Fixtures 1992 1995 $191,523 $41,188 $15,314 ($25,874) ($49,304)
Furniture 1992 1995 $321,142 $35,203 $22,974 ($12,230) ($28,301)
Material Handling 1992 1995 $34,982 $10,003 $10,666 $662 ($1,678)
Medical 1992 1995 $89,384 $3,814 $4,681 $867 ($11,772)
Manufacturing & Production 1992 1995 $315,323 $29,833 $26,162 ($3,671) ($53,473)
Office Equipment 1992 1995 $33,105 $17,344 $13,159 ($4,185) ($4,487)
Photography 1992 1995 $84,703 $13,769 $11,838 ($1,931) ($17,573)
Printing 1992 1995 $73,624 $14,780 $12,386 ($2,394) ($19,388)
Restaurant 1992 1995 $712,329 $90,616 $75,578 ($15,038) ($124,260)
Retail 1992 1995 $32,891 $10,703 $8,863 ($1,840) ($2,270)
Sanitation 1992 1995 $38,998 $767 $174 ($594) ($5,619)
Telecommunications 1992 1995 $79,770 $15,518 $12,517 ($3,001) ($14,459)
Video Production 1992 1995 $49,130 $2,010 $3,312 $1,302 ($6,072)
Agriculture 1993 1995 $30,211 $1 $0 ($1) $0
Automotive 1993 1995 $4,282,836 $349,513 $264,887 ($84,626) ($136,043)
Computers 1993 1995 $2,229,596 $188,186 $300,197 $112,011 ($168,156)
Construction 1993 1995 $156,808 $13,060 $13,838 $778 ($4,890)
Copiers 1993 1995 $182,402 $34,023 $41,091 $7,068 ($10,107)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Environmental 1993 1995 $72,193 $5,272 $10,169 $4,897 ($6,179)
Fixtures 1993 1995 $46,183 $4,458 $11,658 $7,200 $0
Furniture 1993 1995 $188,312 $22,536 $30,392 $7,856 ($2,545)
Material Handling 1993 1995 $215,464 $49,495 $47,550 ($1,945) ($8,613)
Medical 1993 1995 $321,168 $95,551 $62,632 ($32,918) ($11,098)
Manufacturing & Production 1993 1995 $214,562 $27,462 $18,400 ($9,062) ($10,793)
Office Equipment 1993 1995 $139,093 $6,376 $8,860 $2,485 ($240)
Printing 1993 1995 $86,115 $4,822 $7,457 $2,635 ($13,293)
Restaurant 1993 1995 $409,084 $48,198 $13,030 ($35,168) ($34,988)
Retail 1993 1995 $1,611,420 $1,042,917 $1,159,756 $116,839 $229,970
Telecommunications 1993 1995 $4,286,056 $743,382 $725,892 ($17,490) ($498,634)
Transportation 1993 1995 $492,417 $107,360 $20,019 ($87,341) ($41,603)
Video Production 1993 1995 $44,694 $834 $2,186 $1,353 ($38)
Computers 1994 1995 $87,124 $6,538 $6,681 $143 ($23,642)
Manufacturing & Production 1994 1995 $4,274,389 $3,282,651 $3,920,390 $637,739 $197,449
Restaurant 1994 1995 $328,731 $249,347 $279,689 $30,342 ($13,335)
Telecommunications 1994 1995 $216,656 $23,994 $131,743 $107,749 ($34,910)
Computers 1995 1995 $36,958 $33,442 $33,448 $6 $0
Copiers 1995 1995 $7,609 $6,148 $6,493 $346 $0
Medical 1995 1995 $2,583 $1,128 $2,188 $1,059 $0
Manufacturing & Production 1995 1995 $6,457 $2,849 $2,850 $1 $0
Agriculture 1992 1996 $31,460 $0 $0 $0 ($682)
Audio 1992 1996 $92,826 ($2,059) $3,806 $5,865 $3,870
Automotive 1992 1996 $287,713 $6,658 $17,197 $10,540 ($3,064)
Boats and Barges 1992 1996 $11,212,811 $5,847,446 $6,484,930 $997,484 $1,494,529
Computers 1992 1996 $898,409 $25,742 $43,694 $17,952 ($13,007)
Construction 1992 1996 $123,305 $14,286 $8,278 ($6,008) ($16,199)
Copiers 1992 1996 $68,955 ($1,779) $1,015 $2,794 ($1,081)
Environmental 1992 1996 $40,826 $3,783 $0 ($3,783) ($4,085)
Fixtures 1992 1996 $111,866 $6,089 $3,401 ($2,688) ($6,541)
Furniture 1992 1996 $146,474 $3,363 $5,462 $2,100 ($2,755)
Material Handling 1992 1996 $21,393 $8,813 $2,100 ($6,713) ($2,452)
Medical 1992 1996 $146,946 $11,947 $9,110 ($2,837) ($6,459)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Manufacturing & Production 1992 1996 $667,197 $65,774 $45,284 ($20,490) ($46,664)
Mining 1992 1996 $578,501 $170,022 $185,000 $14,978 $60,364
Office Equipment 1992 1996 $16,072 $569 $689 $120 ($602)
Photography 1992 1996 $141,810 $15,166 $6,252 ($8,914) ($14,371)
Printing 1992 1996 $145,378 $11,275 $15,431 $4,156 $6,849
Restaurant 1992 1996 $884,581 $44,176 $26,729 ($17,446) ($44,464)
Retail 1992 1996 $96,493 $3,602 $6,900 $3,298 ($1,170)
Sanitation 1992 1996 $98,510 $3,375 $493 ($2,882) ($2,914)
Telecommunications 1992 1996 $761,258 $59,641 $98,290 $38,650 $47,869
Video Production 1992 1996 $121,200 $6,149 $7,489 $1,339 ($3,760)
Agriculture 1993 1996 $21,432 $0 $70 $70 $0
Automotive 1993 1996 $4,857,549 $272,271 $189,368 ($82,903) ($162,026)
Computers 1993 1996 $3,479,468 $395,869 $645,770 $249,901 ($677,445)
Construction 1993 1996 $96,756 $7,966 $30,293 $22,327 $16,919
Copiers 1993 1996 $106,667 $7,311 $9,624 $2,313 ($303)
Environmental 1993 1996 $247,777 $17,423 $5,377 ($12,046) ($30,332)
Fixtures 1993 1996 $105,895 $0 $1,315 $1,315 $0
Furniture 1993 1996 $279,345 $35,048 $49,121 $14,073 ($29,464)
Material Handling 1993 1996 $101,226 $2,241 $3,333 $1,092 ($104)
Medical 1993 1996 $540,339 $7,760 $17,215 $9,455 $1,594
Manufacturing & Production 1993 1996 $726,873 $36,559 $63,956 $27,397 ($15,009)
Miscellaneous 1993 1996 $109,700 ($5) $3,135 $3,141 $0
Office Equipment 1993 1996 $325,028 $3,026 $12,953 $9,927 ($53,619)
Printing 1993 1996 $185,965 $10,656 $20,955 $10,299 ($4,786)
Restaurant 1993 1996 $280,383 $6,137 $12,560 $6,424 ($704)
Retail 1993 1996 $440,090 $71,872 $57,200 ($14,672) ($36,991)
Sanitation 1993 1996 $18,319 $3,870 $14,042 $10,172 $7,122
Telecommunications 1993 1996 $3,379,187 $417,507 $467,241 $49,735 ($193,057)
Transportation 1993 1996 $87,016 $8,588 $27,917 $19,330 $14,920
Video Production 1993 1996 $113,063 $9,869 $472 ($9,397) ($31,337)
Computers 1994 1996 $145,099 $18,104 $33,695 $15,591 ($51,596)
Fixtures 1994 1996 $5,701 ($248) $15 $263 $0
Furniture 1994 1996 $43,911 $5,660 $0 ($5,660) ($13,787)
Material Handling 1994 1996 $40,874 $4,719 $8,180 $3,462 $265,046
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Medical 1994 1996 $600,290 $58,047 $64,059 $6,012 ($285,307)
Manufacturing & Production 1994 1996 $119,549 $31,979 $25,267 ($6,712) ($42,424)
Printing 1994 1996 $39,622 $6,853 $4,000 ($2,853) ($15,129)
Restaurant 1994 1996 $27,415 $14,772 $0 ($14,772) ($16,490)
Telecommunications 1994 1996 $15,173 ($6) $302 $308 $0
Computers 1995 1996 $173,672 $29,108 $20,133 ($8,975) ($7,703)
Copiers 1995 1996 $5,041 $0 $378 $378 $0
Fixtures 1995 1996 $44,435 $9,918 $7,530 ($2,389) ($2,388)
Furniture 1995 1996 $11,279 $0 $0 $0 ($9,023)
Material Handling 1995 1996 $3,725 $125 $420 $295 $0
Medical 1995 1996 $104,042 $82,701 $37,325 ($45,376) ($45,738)
Manufacturing & Production 1995 1996 $213,504 $115,772 $77,296 ($38,476) ($36,655)
Printing 1995 1996 $6,610 $2,807 $2,967 $160 $0
Restaurant 1995 1996 $69,892 $66,077 $36,359 ($29,718) ($29,718)
Retail 1995 1996 $623,532 $524,555 $584,336 $59,781 $0
Telecommunications 1995 1996 $57,101 $3,218 $1,541 ($1,677) ($1,867)
Video Production 1995 1996 $25,738 $12,618 $13,408 $790 $0
Computers 1996 1996 $24,535 $7,962 $0 ($7,962) ($7,962)
Manufacturing & Production 1996 1996 $52,320 $52,930 $0 $52,930 $0
Restaurant 1996 1996 $7,247 $114 $1,500 $1,386 ($1,312)
Automotive 1992 1997 $35,277 $0 $10,419 $10,419 $13,003
Computers 1992 1997 $74,483 $0 $9,165 $9,165 $13,519
Construction 1992 1997 $22,030 $4,101 $2,891 ($109) $1,200
Environmntal 1992 1997 $12,565 $2,224 $2,225 $0 $1,893
Fixture 1992 1997 $28,886 $0 $0 $0 $2,401
Furniture 1992 1997 $31,271 $1,531 $1,109 ($422) $2,063
Manufacturing & Production 1992 1997 $6,943 $819 $1,311 $0 $1,072
Material Handling 1992 1997 $4,110,891 $925,806 $1,116,242 $0 $858,263
Mining 1992 1997 $217,414 $71,977 $20,000 $0 $20,000
Photography 1992 1997 $31,894 $4,950 $3,622 $0 $2,338
Printing 1992 1997 $168,741 $18,014 $12,537 ($1,610) $11,395
Restaurant 1992 1997 $26,616 $0 $0 $0 $2,847
Sanitation 1992 1997 $9,361 $0 $0 $0 $2,119
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Telecommunications 1992 1997 $412,360 $39,967 $49,682 $12,232 $52,607
Agriculture 1993 1997 $40,194 $0 $0 $0 $0
Automotive 1993 1997 $888,312 $47,663 $24,773 ($22,890) $0
Computers 1993 1997 $734,252 $93,839 $90,756 ($3,083) $3,687
Construction 1993 1997 $63,042 $9,790 $10,459 $670 $0
Copiers 1993 1997 $63,037 $0 $0 $0 $0
Environmntal 1993 1997 $32,236 $4,298 $4,796 $497 $0
Fixtures 1993 1997 $9,044,378 $1,170,547 $1,443,061 $504,440 $743,528
Furniture 1993 1997 $315,502 $66,485 $67,421 $936 $0
Install Chgs 1993 1997 $1,837 $0 $0 $0 $0
Manufacturing & Production 1993 1997 $536,057 $69,376 $86,814 $17,438 ($4,079)
Miscellaneous 1993 1997 $11,404 $0 $262 $262 $0
Material Handling 1993 1997 $208,966 $8,685 $6,409 ($2,276) $0
Medical 1993 1997 $980,345 $14,745 $9,015 ($5,730) ($4,502)
Office Equipment 1993 1997 $293,902 $39,096 $48,162 $9,066 ($10,334)
Photography 1993 1997 $106,420 $25,078 $25,359 $281 $0
Printing 1993 1997 $69,600 $1,744 $2,253 $508 $0
Restaurant 1993 1997 $1,033,639 $178,664 $193,503 $14,838 ($13,767)
Retail 1993 1997 $801,808 $81,489 $108,377 $26,888 ($56,651)
Sanitation 1993 1997 $38,711 $10,814 $1,093 ($9,721) $0
Telecommunications 1993 1997 $2,215,528 $167,220 $191,182 $38,463 $73,235
Transportation 1993 1997 $155,270 $27,237 $31,561 $4,324 $2,810
Video Production 1993 1997 $30,290 $0 $0 $0 $0
Agriculture 1994 1997 $16,669 $2,080 $1,356 ($724) $0
Automotive 1994 1997 $17,497 $2,193 $4,453 $2,260 ($2,429)
Computers 1994 1997 $246,517 $23,978 $19,260 ($201) ($50,581)
Furniture 1994 1997 $77,796 $8,383 $13,210 $4,827 ($18,169)
Manufacturing & Production 1994 1997 $770,651 $221,135 $156,719 ($4,256) ($168,342)
Medical 1994 1997 $97,293 $13,074 $17,107 $4,033 ($15,151)
Printing 1994 1997 $33,526 $0 $0 $0 $0
Restaurant 1994 1997 $17,087 $346 $2,314 $1,968 ($4,605)
Telecommunications 1994 1997 $17,862 $228 $0 ($228) $0
Video Production 1994 1997 $43,569 $0 $70 $70 $0
Audio 1995 1997 $24,180 $0 $0 $0 $0
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1995 1997 $370,580 $19,725 $21,722 $1,997 $0
Copiers 1995 1997 $10,564 $1,482 $0 ($1,482) $0
Fixture 1995 1997 $18,012 $0 $518 $518 $0
Furniture 1995 1997 $25,418 $7,293 $8,354 $1,061 $0
Manufacturing & Production 1995 1997 $399,479 $78,533 $35,135 ($43,397) ($10,332)
Medical 1995 1997 $131,557 $30,567 $30,135 $1,728 $0
Office Equipment 1995 1997 $12,041 $0 $1 $1 $0
Printing 1995 1997 $10,883 $0 $523 $523 $0
Restaurant 1995 1997 $41,979 $6,944 $7,090 $145 $0
Telecommunications 1995 1997 $32,044 $644 $2,025 $1,382 $0
Transport 1995 1997 $9,915 $0 $0 $0 $0
Video Production 1995 1997 $5,116 $1,434 $1,619 $185 $0
Aircraft 1996 1997 $5,690,161 $5,231,289 $5,305,164 $73,875 $0
Computers 1996 1997 $69,115 $64,613 $28,495 ($36,118) $0
Manufacturing & Production 1996 1997 $112,286 $2,317,341 $2,316,413 ($929) $0
Printing 1996 1997 $30,867 $24,284 $0 ($24,284) $0
Restaurant 1996 1997 $21,703 $19,339 $0 ($16,339) $0
Retail 1996 1997 $28,814 $24,695 $0 ($24,695) $0
Telecommunications 1996 1997 $646,908 $204,268 $81,062 ($123,206) ($261,441)
Video Production 1996 1997 $53,503 $41,768 $45,625 $3,857 $0
Computers 1997 1997 $42,221 $41,673 $0 ($37,673) $0
Manufacturing & Production 1997 1997 $56,217 $54,750 $89,370 $34,620 $0
Medical 1992 1998 $28,945 $0 $13,065 $13,065 (4)
Office Equipment 1992 1998 $3,486 $0 $3,151 $3,151 (4)
Photography 1992 1998 $11,376 $1,738 $0 ($1,738) (4)
Automotive 1993 1998 $43,374 $0 $5,826 $5,826 (4)
Computers 1993 1998 $1,644,491 $273,716 $392,988 $119,271 (4)
Manufacturing & Production 1993 1998 $19,974 $0 $0 $0 (4)
Materials 1993 1998 $32,128 $4,221 $0 ($4,221) (4)
Restaurant 1993 1998 $115,199 $660 $106 ($554) (4)
Retail 1993 1998 $16,046 $774 $855 $81 (4)
Sanitation 1993 1998 $48,315 $0 $0 $0 (4)
Telecommunications 1993 1998 $101,076 $21,633 $34,819 $13,186 (4)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P., Series E for the four years ended December 31, 1997,
and the three months ended March 31, 1998. Each of the Programs' records are
maintained in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
- ---------------------------- ------------ ----------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Computers 1994 1998 $22,525 $51 $300 $249 (4)
Furniture 1994 1998 $114,022 $31,477 $38,909 $7,432 (4)
Manufacturing & Production 1994 1998 $19,962 $485 $485 ($0) (4)
Computers 1995 1998 $91,349 $0 $2,178 $2,178 (4)
Manufacturing & Production 1995 1998 $82,681 $0 $3,163 $3,163 (4)
Medical 1995 1998 $32,578 $0 $0 $0 (4)
Restaurant 1995 1998 $23,799 $0 $0 $0 (4)
Retail 1995 1998 $34,492 $0 $58 $58 (4)
Telecommunications 1995 1998 $26,346 $0 $354 $354 (4)
Transport 1995 1998 $36,258 $0 $0 $0 (4)
Audio 1996 1998 $26,373 $1,409 $1,409 $0 (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the
three months ended March 31, 1998. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
--------- ----------- ----------- -------- --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Restaurant 1994 1995 $326,412 $274,229 $292,998 $18,770 ($8,364)
Computers 1995 1995 $40,355 $36,171 $4,310 ($31,861) $0
Manufacturing & Production 1995 1995 $107,995 $70,846 $13,253 ($57,593) ($6,821)
Printing 1995 1995 $1,820,770 $1,218,354 $847,650 ($370,703) ($189,624)
Computers 1994 1996 $18,446 $5,353 $3,560 ($1,793) ($10,985)
Manufacturing & Production 1994 1996 $17,177 $8,953 $9,433 $480 $0
Telecommunications 1994 1996 $24,655 $18,456 $20,460 $2,004 $0
Computers 1995 1996 $1,347,917 $329,160 $125,734 ($203,426) ($541,146)
Construction 1995 1996 $22,064,270 $16,995,923 $16,995,923 $0 ($623,361)
Medical 1995 1996 $103,056 $44,801 $50,884 $6,083 $0
Manufacturing & Production 1995 1996 $1,409,938 $812,883 $444,921 ($367,962) ($374,116)
Printing 1995 1996 $5,442,336 $2,288,789 $1,412,324 ($876,465) ($414,037)
Restaurant 1995 1996 $268,961 $253,439 $269,638 $16,199 $0
Telecommunications 1995 1996 $1,650,391 $1,200,958 $1,315,148 $114,190 $0
Automotive 1994 1997 $27,829 $14,749 $0 ($14,749) $0
Computers 1994 1997 $180,776 $66,976 $75,905 $8,929 ($13,291)
Construction 1994 1997 $32,848 $17,140 $0 ($17,140) $0
Fixture 1994 1997 $45,846 $1,789 $2,750 $961 ($15,349)
Restaurant 1994 1997 $94,554 $47,563 $52,007 $4,444 $0
Retail 1994 1997 $26,897 $0 $1,936 $1,936 ($8,598)
Computers 1995 1997 $3,262,279 $489,867 $501,756 ($140,124) $185,069
Fixture 1995 1997 $29,651 $18,427 $0 ($18,427) $0
Manufacturing & Production 1995 1997 $1,890,353 $255,830 $887,316 $28,163 $191,708
Medical 1995 1997 $88,067 $1,722 $2,461 $739 $0
Office Equipment 1995 1997 $27,724 $0 $0 $0 $0
Printing 1995 1997 $4,015,970 $898,332 $821,964 ($50,660) ($50,886)
Restaurant 1995 1997 $39,793 $28,957 $0 ($28,957) $0
Telecommunications 1995 1997 $19,948 $2,353 $2,428 $75 $0
Transport 1995 1997 $12,332 $541 $544 $2 $0
Furniture 1996 1997 $52,450 $51,399 $3,919 ($27,979) $0
Manufacturing & Production 1996 1997 $640,182 $81,744 $128,607 ($27,601) ($216,682)
</TABLE>
<PAGE>
TABLE V
Sales or Dispositions of equipment - Prior Public Programs
(unaudited)
The following table summarizes the sales or dispositions of equipment for ICON
Cash Flow Partners, L.P. Six for the two years ended December 31, 1997, and the
three months ended March 31, 1998. Each of the Programs' records are maintained
in accordance with Generally Accepted Accounting Principles ("GAAP").
<TABLE>
<CAPTION>
Total Federal
Type of Year of Year of Acquisition Net Book Net GAAP Taxable
Equipment Acquisition Disposition Cost (1) Value (2) Proceeds (3) Gain (Loss) Gain (Loss)
--------- ----------- ----------- -------- --------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Printing 1996 1997 $349,511 $243,488 $223,338 ($20,150) $0
Restaurant 1996 1997 $30,415 $0 $99 $99 $0
Telecommunications 1996 1997 $216,401 $118,544 $3,044 $3,044 ($7,459)
VIDEO PROD 1994 1998 $14,310 $100 $112 ($12) (4)
COMPUTES 1995 1998 $2,219,673 $187,957 $364,521 ($176,564) (4)
FURNITURE 1995 1998 $57,282 $0 $1,415 ($1,415) (4)
M & P 1995 1998 $181,790 $1,079 $64,199 ($63,120) (4)
MEDICAL 1995 1998 $40,799 $0 $1,154 ($1,154) (4)
PRINTING 1995 1998 $413,451 $12,413 $10,382 $2,030 (4)
RESTAURANT 1995 1998 $10,838 $0 $4 ($4) (4)
TELECOMM 1995 1998 $7,707 $542 $1,250 ($708) (4)
COMPUTERS 1996 1998 $26,138 $0 $13 ($13) (4)
M & P 1996 1998 $11,497 $0 $6 ($6) (4)
PRINTING 1996 1998 $39,424 $0 $562 ($562) (4)
</TABLE>
(1) Acquisition cost includes Acquisition Fee.
(2) Represents the total acquisition cost less accumulated depreciation and
other reserves, calculated on a GAAP Basis.
(3) Cash received and/or principal amount of debt reduction less any direct
selling cost.
(4) Federal Taxable Gain (Loss) information not yet available for 1998.
<PAGE>
EXHIBIT C
ICON CASH FLOW PARTNERS L.P. SEVEN
INSTRUCTIONS FOR COMPLETING THE SUBSCRIPTION AGREEMENT
INSTRUCTIONS: To purchase or acquire ownership interests in ICON Cash
Flow
Partners L.P. Seven, please complete and sign the Subscription Agreement.
Please
print or type your responses clearly in the spaces provided.
1. INVESTED AMOUNT: Units Purchased. Indicate the total dollar amount and
the number of Units you wish to purchase in ICON Cash Flow Partners L.P.
Seven.
Each whole Unit has a cost of $100.00 and each 1/10,000th of a Unit costs
$.01.
(Example: For an investment of $2,723.23, the number of Units will equal
27.2325
Units.) The Partnership has a minimum Initial Investment requirement of
$2,500
except for IRAs, SEPs and Qualified Pension, Profit-Sharing or Stock
Option
Plans including Keogh Plans for which the minimum Investment is $1,000.
(Please
see the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT REQUIREMENTS;
SUBSCRIPTION
PROCEDURES" Section in the Prospectus for details and restrictions.)
2. REGISTRATION INFORMATION:
A. Subscriber or Investor Information. Fill in the name, address and
tax
identification number for each subscriber. (If necessary, attach an
additional
sheet and have the additional subscribers sign such sheet.)
B. Trustee or Custodian Information. Please have the Trustee(s)
or
Custodian(s) of your fiduciary account complete Section 2B, if the investment
is
to be held in a trustee or custodial account (such as your IRA, SEP or
Qualified
Plan), or in another fiduciary account. (Note: Section 2A must be
completely
filled out for subscriber information address.)
C. Citizenship. Please indicate if you are a U.S. Citizen or U.S.
Resident
Alien or the citizen of a country other than the United States. If so,
please
specify the country of which you are a citizen.
3. FORM OF OWNERSHIP: (Mark only one box. Information as to signatures that
are
required, depending on the type of ownership, is provided below.)
INDIVIDUAL OWNERSHIP-investor's signature required.
HUSBAND AND WIFE, AS COMMUNITY PROPERTY-both parties' signature required.
JOINT
TENANTS-signatures of all parties are required. TENANTS IN COMMON-signatures
of
all parties are required. PARTNERSHIP-signature of an authorized
partner
required. CORPORATION-signature of an authorized officer required. IRA,
SEP,
KEOGH-signature of trustee or custodian required. CUSTODIAL ACCOUNT-signature
of
custodian required. TRUST-signature of trustee required.
4. DISTRIBUTIONS: For Non-Custodial Accounts, if you want your
distribution
checks to be mailed to an address other than as shown in Section 2A,
please
complete this section.
5. SIGNATURES: Please complete the Investor Data Sheet of the
Subscription
Agreement (Page C-3) and read the Investor Suitability Requirements
and
Representations on the reverse side of the Data Sheet (Page C-4). After you
have
done so, please sign and date the Subscription Agreement. (Please refer
to
Section 3 on Page C-1 for information as to who should sign.)
6. BROKER/DEALER INFORMATION: The Registered Representative must complete
this
section of the Subscription Agreement. An authorized Branch Manager
or
Registered Principal of the Broker/Dealer firm must sign the
Subscription
Agreement. Orders cannot be accepted without this Broker/Dealer authorization.
7. INVESTMENT CHECKS & SUBSCRIPTIONS: Until you are notified that the
escrow
condition of the sale of 12,000 Units has been completed, please make
checks
payable to "The Bank of New York (N.J.) ICON L.P. Seven Escrow
Account."
Thereafter, checks should be made payable to "ICON Cash Flow Partners
L.P.
Seven" Your check should be in the amount of your subscription as shown
in
Section 1 of the Subscription Agreement. Mail your completed white and
pink
copies of the Subscription Agreement (Page C-3) together with your
subscription
check, in the amount of the subscription price (as shown in Section 1 on
Page
C-3) to: ICON Securities Corp., 600 Mamaroneck Avenue, Harrison, New York
10528.
An original executed pink copy of this Subscription Agreement will be
returned
to you for your files.
NO SUBSCRIPTION AGREEMENT WILL BE PROCESSED UNLESS FULLY COMPLETED
AND
ACCOMPANIED BY PAYMENT IN FULL. ANY SUBSCRIPTION PAYMENT WHICH IS
DISHONORED
WILL CAUSE THE SUBSCRIPTION AND ANY CERTIFICATE FOR UNITS TO BE VOID AS OF
THE
SUBSCRIPTION DATE AND SHALL OBLIGATE THE SUBSCRIBER TO PAY ALL COSTS AND
CHARGES
ASSOCIATED THEREWITH. PLEASE SEE PAGE C-2 FOR GENERAL INSTRUCTIONS AND PAGE
C-4
FOR INVESTOR SUITABILITY REQUIREMENTS AND REPRESENTATIONS.
If you have any questions about completing this Subscription Agreement,
please
call ICON Securities Corp., Subscription Processing Desk, at (800) 343-3736.
White-ICON copy, Yellow-Broker/Dealer copy, Pink-Investor copy
C-1
<PAGE>
GENERAL INFORMATION
1. Each Subscriber is hereby advised that: (a) no offer to sell Units
may
be made except by means of the Prospectus and, consequently; (b) YOU SHOULD
NOT
RELY UPON ANY ORAL STATEMENTS BY ANY PERSON, OR UPON ANY WRITTEN
INFORMATION
OTHER THAN AS SPECIFICALLY SET FORTH IN THE PROSPECTUS AND SUPPLEMENTS
THERETO
OR IN PROMOTIONAL BROCHURES CLEARLY MARKED AS BEING PREPARED AND AUTHORIZED
BY
THE GENERAL PARTNER, ICON CAPITAL CORP., OR BY THE DEALER-MANAGER,
ICON
SECURITIES CORP., FOR USE IN CONNECTION WITH OFFERING OF UNITS TO THE
GENERAL
PUBLIC BY MEANS OF THE PROSPECTUS; (c) your investment in Units of
the
Partnership involves certain risks including, without limitation, the
matters
set forth in the Prospectus in the "Risk Factors", "Conflicts of
Interest",
"Management" and "Income Tax Considerations" Sections of the Prospectus; and
(d)
your representations in Section 5 on Page C-3 (as evidenced by signing
and
initialling therein) and in Paragraphs 3 - 5 on Page C-4 (as evidenced by
your
initialling of clause (3) of Section 5 on Page C-3) do not constitute a
waiver
of any of your rights under the Delaware Limited Partnership Act and
applicable
federal and state securities laws.
2. Each Subscriber is further advised that: (a) the Units are subject
to
substantial restrictions on transferability; (b) there will be no public
market
for the Units; and (c) it may not be possible for you to readily liquidate
his
investment in the Partnership, if at all, even in the event of an emergency.
Any
transfer of Units is subject to the General Partner's approval and must
comply
with the terms of Section 10 of the Partnership Agreement. In particular,
each
Subscriber or transferee must satisfy either (a) the general minimum
investment
and investor suitability standards established by the Partnership or (b) if
more
stringent, the minimum investment and investor suitability standards of
the
State where such Subscriber or transferee resides. Both the
Partnership's
general requirements and more stringent standards imposed by certain States
are
described in the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS;
SUBSCRIPTION PROCEDURES" Section of the Prospectus. Finally, the State
of
California imposes requirements on transfers to residents of California,
as
summarized in the following legend, which are in addition to the provisions
of
Section 10 of the Partnership Agreement:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY,
OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS OF
THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S
RULES."
C-2
<PAGE>
ICON CASH FLOW PARTNERS L.P. SEVEN
SUBSCRIPTION AGREEMENT A Delaware Limited Partnership
1. INVESTMENT: (Check Appropriate Boxes)
A. UNITS PURCHASED. Dollar Amount____________ No. of Units ____________
B. TYPE OF INVESTMENT.____Initial Investment ____Additional Investment
2. REGISTRATION INFORMATION: (Please type or print clearly)
A. SUBSCRIBER INFORMATION. (Please specify Mr. or Ms.)
Subscriber's
Name(s):______________________________________________________________________
Subscriber Tax I.D. No. or Social Security No._____________________
Subscriber's Residential Address:
Street______________________________________________________________________
City/Town _________________________ State__________ Zip Code__________
Telephone No.(Day)______________________________________
B. TRUSTEE OR CUSTODIAL INFORMATION. (of IRAs, Qualified Plans,
other
Trustees,etc., if applicable)
Trustee's or Custodian's Name(s):___________________Trustee Tax I.D.No:_______
FBO:_______________________________________ Acct. No:_______________________
Date Trust or Account Established:____________
Year to which Subscription applicable: 19_____
Trustee's or Custodian's Address:
Street______________________________________________________________________
City/Town _________________________ State_____________ Zip Code _______
Contact Name __________________________ Phone_________________________________
C. CITIZENSHIP. (Check One) __ U.S.Citizen __ U.S.Resident Alien
Non-Resident
(Specify Country):
D. FORM OF OWNERSHIP: (Mark only one box)
___ Individual Ownership ___ Partnership ___ Husband and Wife, as
Community
Property ___ Corporation ___ Joint Tenants ___ Tenants in Common
___
Custodial Account FIDUCIARY ACCOUNTS (All Sections in 2B must be
filled
out) ___ IRA, SEP, Keogh ___ Trust ___ Custodial Account
4. DISTRIBUTION ALTERNATIVES:(COMPLETE ONLY IF PAYEE IS DIFFERENT THAN
SECTION
2A OR 2B ABOVE)
Check if:
__ You wish Distributions of the Partnership to be reinvested in
additional
Units during the Offering Period.
__ You wish Direct Deposit of Distributions or that they be sent to more
than
one Payee. Please complete the Special Payment Instruction Form.
__ You wish Distributions to be sent to the Payee and Address listed
below.
Please complete the following information:
Payee
Name:_________________________________________________________________
Branch: _________________________________ Account Number:_________
Street
Address:_____________________________________________________________
City/Town
_________________________ State__________ Zip Code ___________ 5. SIGNATURES
AND
INITIALS: The undersigned confirms that he/she (1) has received a copy of
the
Prospectus (Initial____); (2) has read Page C-2 hereof (Initial____)
(except
residents of Iowa, Maine, Massachusetts, Minnesota and Missouri); and (3)
makes
the representations contained on Page C-4 hereof (Initial____). The
undersigned
(4) acknowledges that an investment in Units is not liquid (Initial____);
(5)
declares that, to the best of his/her knowledge, all information in Sections
1-4
of this Page C-3 is accurate and may be relied upon by the General
Partner
(Initial____); and (6) appoints the General Partner as his/her
attorney-in-fact
as described in Paragraph 2 on Page C-4 (Initial____).
Sign
X_______________________________ Sign X________________________________
Here
Subscriber's Signature Date Here Authorized Signature Date
Custodian/Trustee/Officer/Partner)
X_______________________________ X________________________________
Subscriber's Signature Date Print Name
Custodian/Trustee/Officer/Partner
6. BROKER/DEALER INFORMATION: The Seller Dealer must sign below to complete
the
order and, by doing so, thereby represents that (1) both it and its
registered
representative which solicited the subscription (the "Sales
Representative"):
(a) is duly licensed by, and in good standing with, the NASD and may
lawfully
offer Units in the State(s) listed in Section 2.A, above; (b) has
reasonable
grounds to believe, based on information obtained from the Subscriber
concerning
his /her investment objectives, other investments, financial situation and
needs
and other information known by the Selling Dealer or the Sales
Representative,
that the Investment described in Section 1, above is suitable in light
of
Subscriber's income, net worth and other characteristics; and (c) the
Sales
Representative has (i) informed Subscriber as to the limited liquidity of
the
Units and (ii) delivered a current copy of the Prospectus to the Subscriber
in
connection with the offering of Units. Brokerage
Firm
Name______________________Supervisor____________Tele.Number____________
Sales
Representative's Name___________________________ CRD
Number
_________Tele.Number__________ Sales Representative's
Street
Address_______________________________________
City/Town______________________
State_____________ Zip Code_______________ Authorized signature (Branch
Manager
or Registered Principal). Order cannot be completed without
signature.
X____________________________________________________________ 7.
INVESTMENT
CHECKS & SUBSCRIPTIONS: Mail the completed Subscription Agreement with a
check
payable as indicated in the instructions, to: ICON Securities Corp.,
600
Mamaroneck Avenue, Harrison, New York 10528.
ACCEPTANCE BY GENERAL PARTNER ICON Capital Corp., General Partner
ICON CASH FLOW PARTNERS L.P. SEVEN By:_______________________________
A Delaware Limited Partnership Authorized Signature Date
C-3
<PAGE>
INVESTOR SUBSCRIPTION; APPOINTMENT OF ATTORNEY-IN-FACT; AND REPRESENTATIONS
1. Subscription for Units. Each subscriber (a "Subscriber"), by
signing
his/her name in Section 5 on Page C-3, thereby (a) subscribes for the number
and
dollar amount of limited partnership units ("Units") in ICON Cash Flow
Partners
L.P. Seven, a Delaware limited partnership (the "Partnership"), as set forth
in
Section 1.A on Page C-3; (b) agrees to become a Limited Partner of
the
Partnership upon acceptance of his/her subscription by the General Partner
of
the Partnership, ICON Capital Corp. (the General Partner"); and (c) adopts,
and
agrees to be bound by each and every provision of, the Partnership Agreement
and
this Subscription Agreement (except as provided to the contrary herein
or
therein for residents of certain States). Subscriber hereby subscribe for
the
number of Units (whole and fractional), and has tendered good funds herewith
in
full payment of the "Dollar Amount" therefor (computed at $100 fer
each
Unit/$.01 for each 1/100th of a Unit shown in Section 1.A on Page C-3,
subject
to (i) any volume or other discounts (as described in the "Plan of
Distribution"
Section. of the Prospectus) and to the minimum investment requirements
(as
described in the "INVESTOR SUITABILITY AND MINIMUM INVESTMENT
REQUIREMENTS;
SUBSCRIPTION PROCEDURES" Section of the Prospectus).
2. Appointment of the General Partner as Subscriber's Attorney-in-Fact.
By
signing his/her name in Section 5 on Page C-3 (and effective upon admission
to
the Partnership), each Subscriber thereby makes, constitutes and appoints
the
General Partner, each authorized officer of the General Partner and each
Person
who shall thereafter become a Substitute General Partner during the term of
the
Partnership, with full power of substitution, as the true and
lawful
attorney-in-fact of, in the name, place and stead of, such Limited Partner,
to
the full extent, and for the purposes and duration, set forth in Section 15
of
the Partnership Agreement (all of the terms of which are hereby
incorporated
herein by this reference). Such purposes include, without limitation, the
power
to make, execute, sign, acknowledge, affirm, deliver, record and file any
(a)
document or instrument which the General Partner deems necessary or desirable
to
carry out fully the provisions of the Partnership Agreement (in the manner
and
for the purposes provided in Section 15.1 of the Partnership Agreement) and
(b)
amendment to the Partnership Agreement and to the Certificate of
Limited
Partnership of the Partnership (in the manner and for the purposes provided
in
Section 15.2 of the Partnership Agreement, including, without
limitation,
admission of Limited Partners to the Partnership and any
application,
certificate, instrument, affidavit or other document required or appropriate
in
connection with registration or documentation of the Partnership's
Investments).
The foregoing appointment shall not in any way limit the authority of
the
General Partner as attorney-in-fact for each Limited Partner of the
Partnership
under Section 15 of the Partnership Agreement. The power of attorney
hereby
granted is coupled with an interest, is irrevocable and shall
survive
Subscriber's death, incapacity, insolvency or dissolution or his/her delivery
of
any assignment of all or any portion of his/her Units.
3. General Subscriber Representations. As a condition to Subscriber's
being
admitted to the Partnership, Subscriber hereby represents that he/she:
(a)
either (i) has annual gross income of $30,000 plus a net worth of
$30,000
(exclusive of his/her investment in Units, home, home furnishings
and
automobiles) or a net worth of $75,000 (determined in the same manner) or
(ii)
meets any higher investor gross income and/or net worth standards applicable
to
residents of his/her State, as set forth in the "INVESTOR SUITABILITY
AND
MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section of
the
Prospectus (except residents of Iowa, Maine, Massachusetts, Minnesota
and
Missouri who may not make such representation); (b) if Subscriber is an IRA
or a
Qualified Plan, it has been accurately identified as such in Sections 2.A
and 3
on Page C-3; (c) has accurately identified himself/herself in Section 2.C
on
Page C-3 as either a U.S. Citizen or a non-U.S. Citizen (Note: a
Subscriber
which is a corporation, a partnership or trust should review the
requirements
for being considered a U.S. Citizen described in the the "INVESTOR
SUITABILITY
AND MINIMUM INVESTMENT REQUIREMENTS; SUBSCRIPTION PROCEDURES" Section); and
(d)
each subscriber who is purchasing Units for Individual Ownership (as
indicated
in Section 3 on Page C-3) is purchasing for his or her own account.
If
Subscriber is investing in a fiduciary or representative capacity,
such
investment is being made for one or more persons, entities or trusts meeting
the
above requirements.
4. Additional Fiduciary and Entity Representations. If the person
signing
this Subscription Agreement is doing so on behalf of another person or
entity
who is the Subscriber, including, without limitation, a
corporation, a
partnership, an IRA, a Qualified Plan, or a trust (other than a Qualified
Plan),
such signatory by signing his/her/its name in Section 5 of Page C-3
thereby
represents and warrants that (a) he is duly authorized to (i) execute
and
deliver this Subscription Agreement, (ii) make the representations
contained
herein on behalf of Subscriber and (iii) bind Subscriber thereby and (b)
this
investment is an authorized investment for such Subscriber under
applicable
documents and/or agreements (e.g., articles of incorporation or
corporate
by-laws or action; partnership agreement; trust indenture; etc.) and
applicable
law.
5. Tax Representations. Under the penalties of perjury, by signing
his/her
name in Section 5 on Page C-3, each Subscriber thereby certifies that: (a)
the
Taxpayer Identification Number or Social Security Number listed in Section
2.A
on Page C-3 is correct; and (b) he/she is not subject to backup
withholding
either because the Internal Revenue Service has (i) not notified such
Subscriber
that he/she is subject to backup withholding as a result of a failure to
report
all interest or dividends or (ii) has notified such Subscriber that he/she
is
are no longer subject to backup withholding. (If you have been notified that
you
are currently subject to backup withholding, strike the language under
clause
(b) of this Paragraph 5 before signing).
UPON SUBSCRIBER'S EXECUTION OF THIS SUBSCRIPTION AGREEMENT AND
ACCEPTANCE
THEREOF BY THE GENERAL PARTNER, THIS SUBSCRIPTION AGREEMENT (CONSISTING OF
PAGES
C-1 THROUGH C-5) WILL BECOME A PART OF THE PARTNERSHIP AGREEMENT.
C-4
<PAGE>
ICON CASH FLOW PARTNERS L.P. SEVEN
SPECIAL PAYMENT INSTRUCTION FORM
FOR DISTRIBUTIONS TO DIRECT DEPOSIT ACCOUNTS
AND/OR MULTIPLE PAYEES
* * * IMPORTANT * * * ALL SPLIT DISTRIBUTIONS
MUST
BE MADE BY DIRECT DEPOSIT ONLY!
PLEASE USE THIS SPECIAL PAYMENT FORM FOR ALL SPLIT DISTRIBUTIONS!
Please use this form only if you would like your cash distributions to
be
directly deposited into an account and/or sent to more than one
account,
location or payee. A maximum of two (2) choices are allowed. If
these
instructions are being delivered in connection with an additional investment
in
this Partnership which is being combined with a prior investment,
the
designations of account, location and payee(s) must be exactly the same
unless
we are advised that you are requesting prior instructions be changed.
Original
signatures of all joint investors or custodial authorization are required.
First Payee:
Bank Name___________________________ Bank Address___________________________
Bank ABA #__________________________ Bank Routing No._______________________
Name of Account Holder______________ Account Type___________________________
Account No.______________________
% to be Paid*_______________________ New Instructions: Yes |_|No|_|
Second Payee:
Bank Name___________________________ Bank Address___________________________
Bank ABA #__________________________ Bank Routing No._______________________
Name of Account Holder______________ Account Type___________________________
Account No._______________________
% to be Paid*_______________________ New Instructions: Yes |_|No|_|
* Please note that the total of First Payee and Second Payee (if
applicable)
should equal 100% of distribution.
- ----------------------------------- ------------------------------------
Original signature - Original signature -
Subscriber - Limited Partner Subscriber - Limited Partner
or Authorized/Custodial Representative
- ---------------------------------- ------------------------------------
Date Signed Original Signature -
Subscriber - Limited Partner
Please make a copy for your records.
ICON Securities Corp. o 600 Mamaroneck Avenue o Harrison, New York 10528
C-5
<PAGE>
No dealer, salesman or other person has been authorized to give any
information
or to make any representations other than those contained in this Prospectus
or
in Supplements hereto or in supplemental sales literature issued by
the
Partnership and referred to in this Prospectus or in Supplements thereto,
and,
if given or made, such information or representations must not be relied
upon.
This Prospectus does not constitute an offer to sell, or a solicitation of
an
offer to buy, any securities other than the Units to which it relates or any
of
such Units to any person in any jurisdiction in which such offeror
solicitation
is unlawful. The delivery of this Prospectus at any time does not imply that
the
information contained herein is correct as of any time subsequent to its date.
ICON
CASH FLOW PARTNERS
L.P. SEVEN
A Delaware Limited Partnership
$1,200,000 (Minimum Offering)
12,000 Units of Limited Partnership Interest
$100.00 Per Unit
Minimum Investment 25 Units ($2,500)
(10 Units or $1,000 for IRAs or Qualified Plans)
PROSPECTUS
ICON SECURITIES CORP.
Dealer-Manager
November 9, 1995
ICON Securities Corp.
600 Mamaroneck Avenue
Harrison, New York 10528
(914) 698-0600
UNTIL FEBRUARY 7, 1996 (90 DAYS FROM THE EFFECTIVE DATE OF THE
REGISTRATION
STATEMENT FOR THIS OFFERING, AS AMENDED), ALL DEALERS EFFECTING TRANSACTIONS
IN
THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS
TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
a) Exhibits. See attached Exhibit Index.
b) Financial Statement Schedules.
See Table VI - Acquisition of Equipment by
the Prior Public Programs.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant
has duly caused this Post-Effective Amendment No. 4 to the S-1
Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly
authorized, in the City of Boston, State of Massachusetts, on this 9th day
of
July 10, 1998.
ICON CASH FLOW PARTNERS L.P. SEVEN
(A Delaware limited partnership)
By: ICON CAPITAL CORP.,
General Partner
By: /s/Beaufort J. B. Clarke
Beaufort J.B. Clarke
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this
Post-Effective Amendment No. 4 to the S-1 Registration Statement has been
signed
below by the following persons on behalf of the Registrant and in the
capacities
indicated, on this 10th day of July, 1998.
Signatures Title(s)
/s/Beaufort J. B. Clarke President (Chief Executive
Beaufort J. B. Clarke Officer) and Director of ICON
Capital Corp., the General Partner
of the Registrant
/s/Gary N. Silverhardt Vice President
Gary N. Silverhardt (Chief Financial Officer) and
Assistant Treasurer of ICON
Capital Corp.
/s/Thomas W. Martin Executive Vice President, Treasurer,
Thomas W. Martin Secretary and Director of ICON
Capital Corp.
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ICON CASH FLOW PARTNERS L.P. SEVEN
(Exact name of registrant specified in governing instruments)
<PAGE>
ICON CASH FLOW PARTNERS L.P. SEVEN
EXHIBIT INDEX
Exhibit
No. DESCRIPTION Page
1. Underwriting agreements.
1.1 Form of Dealer-Manager Agreement.................................
**
1.2 Form of Selling Dealer Agreement.................................
**
4. Instruments defining the rights of security holders.
4.1 The Partnership's Third Amended and Restated
Agreement of Limited Partnership, as amended by
Amendment No. 1 dated as of August 1, 1997, is included
as Exhibit A to the Prospectus.
4.2 The Subscription Agreement, including the Limited Partner
Signature
Page and Power of Attorney, whereby a subscriber agrees to
purchase
Units and adopts the provisions of the Agreement of
Limited
Partnership is included as Exhibit C to the Prospectus.
4.3 Copy of the Partnership's Certificate of Limited
Partnership filed with the Delaware Secretary of State
on May 23, 1995..................................................
*
5. Opinion re legality.
5.1 Opinion of Whitman Breed Abbott & Morgan with
respect to securities being registered...........................
*
8. Opinion re tax matters.
8.1 Opinion of Whitman Breed Abbott & Morgan with
respect to certain tax matters...................................
*
10. Material Contracts.
10.2 Escrow Agreement.................................................
*
23. Consents of experts and counsel.
23.1 Consent of KPMG Peat Marwick LLP...............................E-
23.2 Consent of Whitman Breed Abbott & Morgan appears in
that firm's opinion (Exhibit 5.1) and is incorporated
herein by reference.
23.3 Consent of Whitman Breed Abbott & Morgan appears in that
firm's
opinion (Exhibit 8.1) and is incorporated herein by reference.
24. Power of Attorney.
24.1 Powers of Attorney ..............................................
*
99. Additional Exhibits.
99.1 Table VI - Acquisition of Equipment by the Prior
Public Programs................................................E-
* Filed as an Exhibit to the S-1 Registration Statement filed on July 11,
1995
and is incorporated herein by reference.
** Filed as an Exhibit to Amendment No. 3 to the S-1 Registration
Statement filed on November 9, 1995 and is incorporated herein by
reference.
EXHIBIT 23.1
CONSENT OF
KPMG PEAT MARWICK LLP
<PAGE>
The Board of Directors
ICON Capital Corp:
We consent to the use of our reports included herein and to the reference to
our
firm under the heading "Experts" in the prospectus.
New York, New York
July 9, 1998
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------------ ------------------ ----------------------- --------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Campbell Soup Company Sacramento, CA Computers Sep-91 $0 $27,411 $27,411
Center For The Media Arts New York, NY Audio Visual Nov-88 0 377,126 377,126
Center For The Media Arts New York, NY Audio Visual Mar-90 0 82,204 82,204
Chesebrough Ponds Westport, CT Material Handling Jun-88 23,058 4,475 27,533
Chesebrough Ponds Westport, CT Material Handling Jun-88 0 54,508 54,508
Ciba-Geigy Corp. Greensboro, NC Copiers Sep-91 0 49,081 49,081
Ciba-Geigy Corp. Greensboro, NC Computers Sep-91 0 74,389 74,389
Ciba-Geigy Corp. Summit, NJ Computers Sep-91 0 39,459 39,459
Corporate Mailings, Inc. Whippany, NJ Office Copier Jun-88 130,113 29,440 159,553
Data Broadcasting Corporation Vienna, VA Computers Jun-90 771,520 56,283 827,803
Doran & Doran PC Ames, IA Medical Jun-88 25,642 4,115 29,757
First Boston Corp. New York, NY Copiers Feb-89 73,438 8,475 81,913
First Hudson Equipment Leasing Corp. White Plains, NY Computer Jun-88 0 75,224 75,224
Godiva Chocolatier, Inc. Reading, PA Computers Sep-91 0 32,561 32,561
Gould, Inc. Ft. Lauderdale, FL Office Copier Jun-88 34,982 14,857 49,839
Hospital Authority Of Gwinnett Lawrenceville, GA Medical Jun-88 49,274 7,117 56,391
Ingalls Same Day Surgery Tinley Park, IL Medical Jun-88 71,572 9,490 81,062
Ingersoll-Rand Company Mayfield, KY Copiers Sep-91 0 117,238 117,238
Intelligent Light Fairlawn, NJ Computers Jun-88 46,131 7,662 53,793
Internal Revenue Service Philadelphia, PA Office Equipment May-89 0 83,114 83,114
Ivan C. Namihas MD Las Vegas, NV Medical Jun-88 0 29,784 29,784
L & H Abstracts White Plains, NY Telecommunications Jul-89 0 41,229 41,229
Laclede Steel Company St. Louis, MO Computers Jun-89 69,618 2,513 72,131
Ladera Heights Hospital Los Angeles, CA Computers May-89 0 271,415 271,415
Liverpool Blueprint, Inc. Liverpool, NY Commercial Copier May-89 0 114,048 114,048
Liverpool Blueprint, Inc. Liverpool, NY Reprographics Jul-93 0 53,149 53,149
Marvin Sugarman Productions Valencia, CA Audio Visual Aug-90 179,379 4,617 183,996
Massachusetts General Life Englewood, CO Computers Dec-89 327,971 19,220 347,191
Mcginn Tool & Engineering Co. Franklin, IN Manufacturing & Production Jun-95 0 27,000 27,000
Medical Center Of Independence Independence, MO Medical Jun-88 59,838 8,192 68,030
New York Telephone New York, NY Copiers Jun-88 173,024 32,155 205,179
Newark Beth Israel Medical Ctr Newark, NJ Medical Sep-91 0 40,556 40,556
Pandick Technologies, Inc. New York, NY Office Copier Jun-88 184,910 44,661 229,571
Payless Cashways/Parctec New York, NY Retail Dec-93 141,791 7,365 149,156
Professional Blueprinters Norfolk, VA Commercial Copier Mar-89 0 120,682 120,682
Quality Plants Manorville, NY Agriculture May-89 0 37,991 37,991
Rainbow Abstracts White Plains, NY Office Copier Jul-88 0 107,503 107,503
Ralph's Foods Edroy, TX Printing May-89 0 83,027 83,027
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-90 172,690 25,823 198,513
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-93 0 39,887 39,887
Ridgebury Equestrian Center New Hampton, NY Agriculture Sep-88 0 27,968 27,968
S.J.C. Video Corporation Valencia, CA Video Production Aug-90 0 341,796 341,796
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series A at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------------ ------------------ ----------------------- --------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Santangelo dba Valley Shopping Derby, CT Agriculture Dec-88 0 31,425 31,425
Sparta, Inc. La Jolla, CA Computer Jun-88 33,587 7,593 41,180
Stamford Lithographics Stamford, CT Printing Feb-89 0 50,258 50,258
Staten Island Ob & Gyn Assoc. Staten Island, NY Medical Jun-88 0 26,215 26,215
Taco Amigo Audubon, NJ Restaurant Mar-89 0 103,459 103,459
Texas Instruments, Inc. Dallas, TX Computers Jun-88 175,382 35,954 211,336
The Guardian Life Insurance Company Spokane, WA Office Copier Jun-88 221,181 46,190 267,371
Triangle Reproductions, Inc. Houston, TX Commercial Copier Dec-90 0 74,677 74,677
Tucker Anthony New York, NY Office Copier Jun-88 22,813 7,083 29,896
V. Bruce Mccord Gardiner, NY Agriculture Sep-88 0 36,139 36,139
Wakefern Food Corp. Elizabeth, NJ Office Copier Jun-88 41,749 22,756 64,505
William F. Hineser Dpm, P.C. Arvada, CO Medical Jun-88 0 25,695 25,695
Total Equipment transactions less than $25,000 266,061 1,385,490 1,651,551
------- --------- ---------
$3,295,724 $4,487,744 $7,783,468
========== ========== =========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
managment for ICON Cash Flow Partners, L.P., Series A at March 31, 1998 pursuant
to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
--------------------------------- -------- ---------- ----------
<S> <C> <C> <C>
Manufacturing & Production $0 $73,267 $73,267
Computer Systems 5,018 64,807 69,825
Retail Systems 39,887 16,101 55,988
Reprographics 53,149 0 53,149
Material Handling 0 27,258 27,258
Telecommunications 0 15,297 15,297
Medical 0 12,963 12,963
-------- --------- ---------
$98,054 $209,693 $307,747
======== ========= =========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
A & E Reprographics & Supply Memphis, TN Reprographics Jan-90 0 $102,003 $102,003
A Action Rental, Inc. Pittsburg, PA Environmental Equipment Sep-91 $0 45,514 45,514
Ad Art Design Co., Inc. Gaitherburg, MD Computers Aug-94 0 26,405 26,405
Adams Optics Athens, GA Furniture Jun-90 0 26,278 26,278
Advance Waste Mableton, GA Sanitation Dec-91 0 24,282 24,282
Aladdin Carpet Cleaning & Rest Huntington Bch, CA Manufacturing & Production May-95 0 28,292 28,292
Alan Williams & Associates N. Hollywood, CA Computers Jun-95 0 40,975 40,975
Aluminum Company of America Pittsburgh, PA Computers Dec-89 0 107,733 107,733
American Disposal, Inc. Palmyra, PA Front Load Containers Sep-91 0 57,847 57,847
American Senior Citizens
Alliance Orlando, FL Computers Jul-90 0 54,290 54,290
American Senior Citizens
Alliance Orlando, FL Telecommunications Aug-90 0 56,219 56,219
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 352,251 43,294 395,545
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 1,216,935 115,673 1,332,608
AP Propane, Inc. King Of Prussia, PA Computers Nov-90 458,472 43,819 502,291
Ascom Communications, Inc. Bronx, NY Telecommunications Apr-94 0 36,547 36,547
Assix International, Inc. Tampa, MA Computers Nov-89 192,258 20,187 212,445
Assix International, Inc. Tampa, FL Furniture Nov-89 0 75,299 75,299
B & D Hauling, Inc. Columbus, OH Front Load Containers Sep-91 0 51,268 51,268
B & P Refuse Disposal, Inc. Manassas, VA Containers & Carts Jul-90 0 47,913 47,913
Badalaty, DMD Madeline M. Ocean Township, NJ Medical Oct-90 0 25,882 25,882
Ballingers USA, Inc. New York, NY Furniture May-92 0 188,807 188,807
Barry S. Kaplan Md Pa Miami, FL Computers Jun-95 0 35,313 35,313
Bell Telephone of Pennsylvania Pittsburgh, PA Office Equipment Oct-89 0 85,048 85,048
Bendor Corp. Dallas, TX Fixture Dec-90 24,599 3,048 27,648
BJ's Kountry Kitchen Fresno, CA Restaurant Equipment Jun-91 0 60,255 60,255
Blispak, Inc. Whippany, NJ Manufacturing & Production Aug-90 0 125,371 125,371
Bluebonnet Milling Company Ardmore, OK Material Handling Dec-90 34,378 3,014 37,391
BOC, Inc. Murray Hill, NJ Computers Sep-89 178,212 36,246 214,459
Bowers Sanitation Vickery, OH Sanitation Dec-91 0 32,682 32,682
Braintec Corporation Irvine, CA Computers Apr-95 0 27,291 27,291
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 303,000 303,000
Bull Run Metal Fabricators Powel, TN Manufacturing & Production Mar-90 0 31,129 31,129
Buntastic, Inc. Savannah, GA Restaurant Equipment Dec-90 36,986 2,989 39,975
Business Application Soures Costa Mesa, CA Furniture Dec-90 0 29,806 29,806
Cal Rentals & Sales, Inc. Pittsburg, PA Construction Jun-91 0 24,724 24,724
Captain Cookie Company Shreveport, LA Restaurant Equipment Jun-90 0 26,305 26,305
Card Brothers Equipment, Inc. Merrill, MI Computers Dec-90 55,570 4,943 60,513
Career Systems, Inc. Knoxville, TN Computers Mar-90 0 26,489 26,489
Centran Mississippi Farm Vicksburg, MS Agriculture Sep-90 0 126,048 126,048
Channel 17 Associates Ltd. Birmingham, AL Video Production Sep-92 0 104,457 104,457
Channel 17 Associates Ltd. Birmingham, AL Video Production Sep-92 0 278,333 278,333
Channel 17 Associates Ltd. Birmingham, AL Telecommunications Sep-92 0 64,731 64,731
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Channel 17 Associates, Ltd. Birmingham, AL Audio Equipment Aug-93 0 128,455 128,455
Chester Wojda Dba Zephyrhills, FL Material Handling Oct-95 0 26,533 26,533
Chris & John's Auto Body, Inc. Milwaukie, OR Material Handling Dec-90 43,082 3,740 46,822
Chrysler Motor Corp. Highland, MI Computers Mar-91 2,039,527 649,217 2,688,744
Ciba-Geigy Ardsley, NY Computers Sep-89 123,897 9,984 133,882
Circuit Wise, Inc. North Haven, CT Manufacturing & Production Jan-91 0 108,613 108,613
Circuit Wise, Inc. North Haven, CT Manufacturing & Production Jan-95 0 50,110 50,110
CIS Corp. College Park, GA Telecommunications Mar-97 0 822,592 822,592
Clark Bagels Inc. Clark, NJ Fixture Apr-95 0 27,790 27,790
Clear Film Printing, Inc. Kaufman, TX Printing Sep-89 0 26,000 26,000
Coastal Blue, Inc. San Juan
Capistrano, CA Copiers Nov-89 0 130,000 130,000
Colorgraphics of Arizona, Inc. Phoenix, AZ Reprographics Dec-90 48,787 4,289 53,076
Concord Chrysler Plymouth Concord, MA Manufacturing & Production Jun-93 0 26,401 26,401
Consolidated Waste Ind., Inc., Washington, DC Sanitation Jun-90 0 31,990 31,990
Criterion Labs, Inc. San Jose, CA Manufacturing & Production Mar-95 0 37,594 37,594
D & V Carting Wellington, FL Sanitation Dec-91 0 28,137 28,137
Dalane Machining, Inc. Tampa, FL Material Handling Jul-92 0 30,692 30,692
Dalla Corte Lumber, Inc. Stafford Spring, CT Manufacturing & Production Jul-90 0 28,875 28,875
Data Broadcasting Corp. Vienna, VA Satellite Dishes Jun-90 771,520 56,283 827,803
Days Inn Motel Orlando, FL Telecommunications Dec-90 65,891 5,409 71,300
Dennis Owens Dba Dekalb, IL Manufacturing & Production Apr-95 0 28,253 28,253
Dow Chemical Company Midland, MI Manufacturing & Production Aug-90 612,686 187,631 800,317
Dr. Alexander A. Tocher, MD Millerplace, NY Furniture Jun-90 0 56,460 56,460
Dr. Peter Williams Brooklyn, NY Medical Nov-89 0 25,919 25,919
Dr. Ronald C. Pluese Boca Raton, FL Medical Jun-90 0 41,659 41,659
Dr. Travis A. Gresham Bonita Springs, FL Medical Jun-90 0 28,408 28,408
DSC Corporate Services, Inc. Plano, TX Computers Jun-90 934,676 476,765 1,411,441
Durand's Meat & Grocery Co.,Inc. Youngsville, LA Computers Sep-90 0 27,391 27,391
East Tennessee Warehousing Ooltewah, TN Material Handling Apr-90 0 135,655 135,655
Edward Lewis and Sons Mineola, NY Furniture Sep-89 0 25,392 25,392
EPI Technologies, Inc. Richardson, TX Medical May-90 0 168,516 168,516
Expedi Printing, Inc. New York, NY Manufacturing & Production Jun-90 0 32,435 32,435
Express Food Stores, Inc. Flagstaff, AZ Restaurant Equipment Dec-90 28,595 2,759 31,354
First Coast Paralegal Clinic Jacksonville Beach, FL Computers Sep-90 0 46,267 46,267
FMC Corporation Chrcago, IL Computers Nov-90 326,531 41,141 367,673
Ford Motor Company Dearborn, MI Computers Feb-91 194,951 32,193 227,144
Fred Meyer, Inc. Portland, OR Computers Sep-90 1,288,916 130,877 1,419,794
Fred Meyer, Inc. Portland, OR Retail Sep-90 2,274,335 300,261 2,574,596
Fred Meyer, Inc. Portland, OR Computers Oct-90 1,134,269 149,549 1,283,818
Fred Meyer, Inc. Portland, OR Computers Oct-90 2,767,380 351,826 3,119,206
Fred Meyer, Inc. Portland, OR Retail Oct-90 585,706 59,424 645,130
Fred Meyer, Inc. Portland, OR Retail Oct-90 101,709 12,845 114,554
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Fred Meyer, Inc. Portland, OR Computers Jun-94 475,927 193,466 669,394
Fred Meyer, Inc. Portland, OR Computers Jun-94 271,472 116,806 388,278
Frymaster Corporation Shrevport, LA Copiers Feb-91 0 40,840 40,840
Gary Baldwin Dallas, TX Agriculture Apr-90 0 26,036 26,036
Gaton St. Clement Corp. Chavin, LA Point Of Sale Registers Jul-90 0 27,679 27,679
GE Plastics Pittsfield, MA Copiers Sep-89 45,069 5,579 50,648
GE Plastics Pittsfield, FL Furniture Dec-89 0 31,376 31,376
GE Plastics Pittsfield, MA Furniture May-90 91,362 14,539 105,901
GE Plastics Pittsfield, MA Telecommunications May-90 29,988 4,862 34,850
Gem City Engineering Co. Dayton, OH Electrical Dec-90 0 68,755 68,755
Goshen Crossing Mobile Gaithersburg, MD Material Handling Jul-90 0 26,219 26,219
Greystone Drugs, Inc. Bronx, NY Fixture Jan-95 0 28,449 28,449
Harlan M. Kretch Dba Mankato, MN Manufacturing & Production Nov-95 0 31,312 31,312
Harnischfeger Industries Pensacola, FL Medical Dec-90 0 44,148 44,148
Harnischfeger Industries Brookfield, WI Computers Oct-92 79,557 0 79,557
Henry Guzmah Fountain Valley, CA Furniture Jun-91 0 26,005 26,005
Hexcel Corp. Dublin, CA Computers Nov-90 566,036 76,534 642,571
HMS Property Management Group Beachwood, OH Furniture Jul-90 0 34,265 34,265
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 618,000 618,000
Hughes Aircraft Company Los Angeles, CA Computers Apr-90 37,907 502,692 540,599
Imperial Plastics, Inc. Lakeville, MN Manufacturing & Production Aug-90 0 530,400 530,400
Indy Pro Audio Production Srvc Indianapolis, IN Manufacturing & Production Aug-95 0 35,155 35,155
Institutional Laundry Services Lakewood, NJ Manufacturing & Production May-95 0 39,006 39,006
International Business Software St. Louis, MO Computers Feb-90 0 28,642 28,642
International Tollers, Inc. Grand Haven, MI Material Handling Dec-90 28,688 2,540 31,228
Iowa Electric Light & Power Co. Cedar Rapids, IA Computers Nov-90 0 42,714 42,714
J & M Enterprises, Inc. Fletcher, OH Manufacturing & Production Mar-94 0 27,927 27,927
J & P Party Supply Garden City Park, NY Computers Oct-90 0 26,174 26,174
J. K. & Susie L. Wadley Dallas, TX Medical Apr-90 0 140,608 140,608
JGQ Corp. Medina, OH Computers Aug-90 0 26,000 26,000
Jim Malhart Piano & Organ Co. Mcallen, TX Computers May-90 0 69,222 69,222
Joe Ledbetter Visalia, CA Material Handling Dec-90 81,012 6,659 87,672
Joel Rubenstein MD PhD Reno, NV Medical Feb-91 0 527,280 527,280
Joseph A Seagrams & Sons, Inc. New York, NY Telecommunications May-90 67,199 6,068 73,266
Joseph A Seagrams & Sons, Inc. New York, NY Computers Oct-90 68,287 8,086 76,373
Joseph L. Taylor Dba Las Vegas, NV Computers Apr-95 0 26,752 26,752
K-Jon, Inc. Lake Charles, LA Restaurant Equipment Jun-90 0 29,620 29,620
K & M Fashion, Inc. South Gate, CA Retail Oct-90 0 44,385 44,385
Ken Davis Watertown, MA Manufacturing & Production Sep-89 0 42,659 42,659
Kimberling Inn, Inc. Kimberling City, MO Computers Dec-90 23,230 1,884 25,113
L. Cade Havard Plano, TX Computers Jul-90 0 25,795 25,795
Lageroza, Inc. Atlantic City, NJ Computers Sep-90 0 25,549 25,549
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Lee's Famous Recipe
Country Chicken Muskegon, MI Restaurant Equipment Dec-90 100,200 8,995 109,195
Legal Arts Dallas, TX Reprographics Feb-90 0 85,280 85,280
Letap of St. George, Inc. St. George, SC Furniture Jan-91 0 239,742 239,742
Liberty Collection Bureau, Inc. Antamonte Springs, FL Computers Dec-90 42,434 3,495 45,929
Logic Automation, Inc. Beauerton, OR Computers Jul-90 0 249,135 249,135
Lorelei Productions, Inc. Sevierville, TN Video Production Apr-90 0 26,174 26,174
Louisiana Interests Inc Dba Oz New Orleans, LA Restaurant Equipment Dec-95 0 36,672 36,672
Lusk Onion, Inc. Clovis, NM Manufacturing & Production Dec-90 37,414 2,956 40,369
M.J.M. Research, Inc. Mission, KS Computers Apr-96 0 52,676 52,676
Maddox Resources, Inc. Riverbank, CA Restaurant May-96 0 49,262 49,262
Madison Auto Body Shop Inc. Madison, NJ Automotive Apr-95 0 44,157 44,157
Main Street Cafe Medina, OH Point Of Sale Registers Aug-90 0 26,000 26,000
Maxtor Corp. San Jose, CA Computers Feb-91 233,149 32,500 265,649
McCaw-Benzi Insurnace Agency Greenville, TX Computers Dec-90 33,922 2,845 36,767
Medfone Nationwide, Inc. Wantagh, NY Telecommunications Feb-91 0 52,499 52,499
Medical Home Health, Inc. Sallisaw, OK Telecommunications Mar-94 0 28,233 28,233
Melhart Piano McAllen, TX Network System May-90 0 69,222 69,222
Message X Communications, Inc. Hartford, CT Telecommunications Jun-90 0 41,237 41,237
Mosta Corp. Miami, FL Manufacturing & Production Sep-89 0 33,997 33,997
Mott General Contractors, Inc. Chaplin, CT Agriculture Dec-89 0 32,760 32,760
Mountain Air Systems Burlington, VT Computers Oct-90 0 25,630 25,630
National News Network Los Angeles, CA Satellite Dishes Jun-90 1,622,934 114,499 1,737,433
Neuro Electric Test Associates Oakland, CA Printing Oct-90 0 26,691 26,691
Nevada Medical Red Rock Las Vegas, NV Medical Dec-89 0 39,799 39,799
New Century Marble & Granite Oakland, CA Manufacturing & Production Nov-94 0 30,157 30,157
New England Digital Lebanon, NH Office Equipment Aug-90 136,268 13,828 150,096
Niagara Mohawk Power Corp. Syracuse, NY Computers Feb-91 182,483 39,082 221,565
Niagara Mohawk Power Corp. Syracuse, NY Computers Feb-91 168,889 45,288 214,176
Nice & Fresh Bakery Bridgeport, CT Manufacturing & Production Nov-90 0 98,792 98,792
Nice & Fresh Bakery Bridgeport, CT Fixture Dec-90 0 54,500 54,500
One Hour Martinizing Fresno, CA Sanitation Dec-90 53,640 4,430 58,070
Orman Brothers Rosser, TX Agriculture Dec-90 25,972 2,396 28,369
Packaging Plus Services Middletown, NY Furniture Jul-90 0 27,572 27,572
Parametric Technology Corp. Waltham, MA Computers May-90 302,349 57,334 359,683
Parctec, Inc. New York, NY Retail Nov-93 42,759 1,976 44,736
Parctec, Inc. New York, NY Retail Nov-93 143,882 6,651 150,533
Parctec, Inc. New York, NY Retail Nov-93 304,074 14,055 318,130
Parctec, Inc. New York, NY Retail Nov-93 84,329 3,898 88,227
Parctec, Inc. New York, NY Retail Nov-93 82,018 3,791 85,810
Parctec, Inc. New York, NY Retail Nov-93 123,588 5,713 129,301
Parctec, Inc. New York, NY Retail Nov-93 80,898 3,739 84,637
Parctec, Inc. New York, NY Retail Nov-93 427,938 19,781 447,719
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Parctec, Inc. New York, NY Retail Nov-93 165,227 7,637 172,864
Parctec, Inc. New York, NY Retail Nov-93 41,570 1,921 43,491
Parctec, Inc. New York, NY Retail Dec-93 42,395 1,946 44,341
Parctec, Inc. New York, NY Retail Dec-93 0 45,788 45,788
Parctec, Inc. New York, NY Retail Dec-93 0 86,612 86,612
Parctec, Inc. New York, NY Retail Dec-93 30,941 1,420 32,361
Parctec, Inc. New York, NY Retail Dec-93 35,099 1,611 36,710
Paul's Market & Deli Knoxville, TN Restaurant Equipment Apr-90 0 27,487 27,487
Paul-Scott Industries Tampa, FL Manufacturing & Production Nov-89 0 69,264 69,264
Pepperidge Farms, Inc. Norwalk, CT Computers May-90 321,109 264,074 585,183
Pepperidge Farms, Inc. Norwalk, CT Manufacturing & Production Aug-90 122,085 99,631 221,716
Performance Semiconductor Sunnyvale, CA Computers Oct-90 513,117 55,895 569,012
Performance Semiconductor Sunnyvale, CA Medical Oct-90 591,377 76,009 667,386
Performance Semiconductor Sunnyvale, CA Computers Oct-90 292,735 33,332 326,067
Performance Semiconductor Sunnyvale, CA Computers Oct-90 401,560 47,546 449,107
Performance Semiconductor Sunnyvale, CA Construction Oct-90 353,899 43,655 397,553
Perry Morris Irvine, CA Manufacturing & Production Mar-92 0 600,000 600,000
Pete Williams, MD Brooklyn, NY Medical Nov-89 0 25,919 25,919
Pfister Industries, Inc. Fair Lawn, NJ Manufacturing & Production Nov-94 0 31,025 31,025
Phil's Place for Ribs Mentor, OH Restaurant Equipment Jun-90 0 54,040 54,040
Phyliss Moriarty Poughkeepsie, NY Medical Jan-95 0 30,287 30,287
Physiologic Reps, Inc. Glendadle, CA Medical Jun-91 0 41,924 41,924
Pineville Piggly-Wiggly, Inc. New Iberia, LA Computers Dec-90 0 44,854 44,854
Plante Construction, Inc. Huntington, CT Agriculture Sep-89 0 44,200 44,200
Polk Opticians, Inc. Lakeland, FL Medical Dec-89 0 37,733 37,733
Prestige Auto Body, Inc. Springfield, VA Paint Booth Jul-90 0 34,599 34,599
Putnam Companies, Inc. Boston, MA Computers Nov-90 269,294 43,844 313,138
Pyramid Vitamins & Health Metuchen, NJ Fixture Dec-95 0 26,465 26,465
Qualicare Medical Labs Astoria, NY Medical Aug-90 0 47,403 47,403
R/T Enterprises, Inc. Richmond, VA Construction Jun-90 0 43,914 43,914
Raleigh Athletic Equipment Corp. New Rochelle, NY Computers Jun-93 0 25,907 25,907
Raleigh Crane Corp. Raleigh, NC Material Handling Jun-90 0 33,613 33,613
Randy's General Merchandise Boyce, LA Computers Sep-90 0 43,536 43,536
Raynet Corporation Menlo Park, CA Computers Oct-90 98,601 12,540 111,140
Red Rock Surgical Center Las Vegas, NV Medical Dec-89 0 39,799 39,799
Refuse Systems, Inc. Cleveland, OH Sanitation Jun-90 0 32,228 32,228
Registered Films Inc. New York, NY Video Production May-96 0 53,797 53,797
Rehab Management, Inc. Midlothian, VA Furniture Jun-90 0 33,055 33,055
Richman Gordman Stores, Inc. Omaha, NE Office Equipment Dec-90 902,150 177,729 1,079,880
Richman Gordman Stores, Inc. Omaha, NE Office Equipment Dec-90 518,068 101,291 619,360
Richman Gordman Stores, Inc. Omaha, NE Retail Dec-93 0 119,662 119,662
Robert A. Masters San Pedro, CA Video Production Jun-91 0 56,632 56,632
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Rocky Mountain Denver, CO Computers Oct-90 469,838 62,796 532,633
Romano's Pack & Save, Inc. Baton Rouge, LA Computers Jul-90 0 32,186 32,186
Roulette P.C.H., Inc. San Jose, CA Computers Aug-94 0 26,964 26,964
Royal Glass Corporation Englewood, NJ Manufacturing & Production Jul-94 0 25,395 25,395
Rsvp Services Edmond, OK Telecommunications Dec-95 0 33,014 33,014
Safeguard Business Systems, Inc. Fort Washington, PA Material Handling Jul-90 0 99,148 99,148
Safeguard Business Systems, Inc. Fort Washington, PA Manufacturing & Production Jul-90 0 109,753 109,753
Safeguard Business Systems, Inc. Fort Washington, PA Manufacturing & Production Jul-90 0 99,148 99,148
Safeguard Business Systems, Inc. Fort Washington, PA Manufacturing & Production Jul-90 0 99,148 99,148
Schremp Fairfax, VA Manufacturing & Production Nov-89 0 26,067 26,067
Serologicals, Inc. Brookfield, WI Computers Nov-90 551,499 140,680 692,179
Serologicals, Inc. Pensacola, FL Computers May-91 0 70,789 70,789
Serologicals, Inc. Pensacola, FL Office Equipment Nov-91 0 46,490 46,490
Serologicals, Inc. Pensacola, FL Computers May-92 0 76,900 76,900
Sigmatel, Inc. Tenafly, NJ Telecommunications Aug-90 0 37,492 37,492
Snyder / Newell , Inc. San Francisco, CA Telecommunications Dec-95 0 33,636 33,636
Solar Graphics Inc. St. Petersburg, FL Computers Oct-95 0 34,749 34,749
Soltex Polymer Corp. Houston, TX Computers Feb-90 0 170,882 170,882
Southeastern Microfilm Inc. Raleigh, NC Manufacturing & Production May-96 0 43,686 43,686
Star Liminators, Inc. Anaheim, CA Manufacturing & Production May-96 0 42,371 42,371
Steve Oglesby Productions Inc. Evansville, IN Video Production Dec-95 0 42,495 42,495
Streets, Ltd. Long Island City, NY Computers Jun-93 0 29,329 29,329
Structural Steel Inc. Rockledge, FL Manufacturing & Production May-95 0 32,728 32,728
Sunrise Duplication Services Englewood, CO Video Production Apr-95 0 27,067 27,067
Sunset Estates of Watonaga, Inc. Watonga, OK Fixture Dec-90 36,763 3,212 39,975
T.B.G. of Merrick, Inc. Whitestone, NY Furniture Nov-94 0 204,779 204,779
Tarzar, Inc. Evansville, IN Manufacturing & Production Jul-91 0 51,311 51,311
Teel Lumber Company Pocahontas, AR Manufacturing & Production Jun-93 0 26,412 26,412
Telebit Corp. Sunnyvale, CA Computers Mar-90 925,370 148,270 1,073,640
Telebit Corp. Sunnyvale, CA Medical May-90 139,567 15,671 155,238
Telebit Corp. Sunnyvale, CA Computers May-90 367,953 47,582 415,535
Terrance Reay, Inc. Mission Viejo, CA Furniture Jun-91 0 60,351 60,351
Terrance Reay, Inc. Mission Viejo, CA Furniture Jun-91 0 59,064 59,064
The Gaton Clement Corp. Chavin, LA Computers Jul-90 0 27,679 27,679
The Real Estate Collection Hermosa Beach, CA Furniture Jun-91 0 27,732 27,732
Thermal Dynamics Corporation West Lebanon, NH Manufacturing & Production Dec-90 0 189,364 189,364
Tri Star Optics, Inc. New York, NY Furniture Jun-90 0 47,990 47,990
U.S. Communications of
Westchester Boca Raton, FL Telecommunications Sep-90 0 104,000 104,000
U.S. Pipeline Service, Inc. Clearwater, FL High Pressure Jetter Jul-90 0 25,232 25,232
Unity Broadcasting Network New York, NY Telecommunications Sep-89 0 80,231 80,231
Unity Broadcasting Network New York, NY Telecommunications Jul-90 0 36,082 36,082
Upper Crust Pizza San Luis Obispo, CA Restaurant Equipment Dec-90 40,991 3,341 44,332
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series B at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------------- ---------------------- ------------------------- --------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
USX Corporation Pittsburgh, PA Computers Mar-90 862,520 156,933 1,019,453
USX Corporation Pittsburgh, PA Computers Mar-90 1,295,084 228,447 1,523,531
USX Corporation Pittsburgh, PA Mining May-90 2,540,177 944,382 3,484,559
USX Corporation Pittsburgh, PA Mining Aug-90 5,454,428 1,078,257 6,532,685
Viridis Corp. Los Angeles, CA Computers Jul-95 0 29,409 29,409
Visual Productions, Inc. San Diego, CA Printing Apr-96 0 48,047 48,047
Voice Genesis, Inc. Brecksville, OH Computers May-96 0 49,905 49,905
Volvo North America Corporation Rockleigh, NJ Telecommunications Nov-90 140,737 20,163 160,900
Walnut Valley Auto Body Walnut, CA Material Handling Dec-90 32,567 3,172 35,739
Weissinger Steel Erection Orlando, FL Construction Dec-90 29,666 2,692 32,358
Weron, Inc. Englewood, CO Automotive Dec-90 0 68,782 68,782
West Atlantic Medical Center Delray Beach, FL Medical Apr-90 0 27,594 27,594
Westside Sanitaion, Inc. Miami, FL Steel Refuse Containers Jul-90 0 35,548 35,548
Wil-Ray Cabinets &
Millwork, Inc. Temple, TX Material Handling Feb-91 0 45,771 45,771
Wmd Green Inc. Gresham, OR Printing May-96 0 48,492 48,492
Xerox Corporation Blauvelt, NY Copiers Sep-89 40,053 5,373 45,426
Yumi Yogurt San Mateo, CA Material Handling Dec-90 24,201 2,246 26,447
Total Equipment transactions less than $25,000 1,312,672 6,122,204 7,434,876
---------- ---------- -----------
$40,950,305 $26,850,666 $67,800,971
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series B at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------ ---------- ----------- ----------
<S> <C> <C> <C>
Telecommunications $833,501 93,263 $926,764
Restaurant Equipment 618,000 117,121 735,121
Manufacturing & Production 217,519 329,652 547,171
Office Furniture&Fixtures 68,407 377,668 446,075
Computer Systems 41,586 359,673 401,259
Retail Systems 119,662 47,457 167,119
Video Production 21,919 115,372 137,291
Printing 117,056 10,493 127,549
Medical 59,574 0 59,574
Automotive 55,776 0 55,776
Material Handling 0 26,533 26,533
Audio 0 24,542 24,542
Office Equipment 0 14,569 14,569
---------- ----------- -----------
$2,153,000 $1,516,343 $3,669,343
========== =========== ===========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
A & S Shotcrete Inc. Phoenix, AZ Manufacturing & Production Apr-95 $0 $36,284 $36,284
Abco Cesspol Services, Inc. Marston Mills, MA Construction Jun-91 0 34,858 34,858
Access, Inc. Birmingham, AL Fixture Jun-96 0 54,244 54,244
Adamson Tire & Brake Sun City, CA Retail Jan-92 0 97,767 97,767
Adirondack Obstetrics & Gyn Glens Falls, NY Medical May-96 0 55,200 55,200
Adzima Funeral Home, Inc. Stratford, CT Computers Dec-94 0 25,266 25,266
All Star Premium Products, Inc Sturbridge, MA Computers Jun-96 0 31,452 31,452
Alliant Techsystems Inc. Everett, WA Manufacturing & Production Oct-95 0 25,764 25,764
Alliant Techsystems, Inc. Edina, MN Video Production Oct-91 0 38,401 38,401
Alliant Techsystems, Inc. Edina, MN Manufacturing & Production Dec-91 0 76,982 76,982
American Association of
Retired Persons Washington, DC Computers Mar-91 238,596 35,284 273,880
Andrew L. Pettit Architect New York, NY Computers Jun-96 0 40,010 40,010
Aneree Associates Palmdale, CA Retail Feb-92 0 53,003 53,003
Apollo Group, Inc. Phoenix, AZ Computers Mar-91 0 238,708 238,708
Apollo Group, Inc. Phoenix, AZ Telecommunications Jul-91 0 42,923 42,923
Arias Research Associates,Inc Whittier, CA Medical Jun-96 0 54,528 54,528
Avel Hotel of Naples Boca Raton, FL Furniture Mar-91 0 267,800 267,800
Avel Hotel of Naples Boca Raton, FL Furniture Jun-94 0 65,659 65,659
Baptist Health Care
of Oklahoma Oklahoma City, OK Medical Jun-91 304,538 129,016 433,554
Barry'S Photography La Porte, IN Photography May-96 0 40,299 40,299
Bath Ironworks Corp. Bath, ME Computers Jun-91 720,683 80,405 801,088
Bath Ironworks Corp. Bath, ME Computers Jun-91 1,036,469 244,135 1,280,604
Benson Brothers Disposal, Inc. Wyantskill, NY Sanitation Mar-91 0 27,469 27,469
Benson Brothers Disposal, Inc. Wynantskill, NY Sanitation May-91 0 28,205 28,205
Blackhawk Audio Inc. Goodlettsville, TN Audio Equipment Feb-96 0 46,335 46,335
Bnk Industries, Inc. Woburn, MA Manufacturing & Production Jun-96 0 58,891 58,891
Bobby Rubino's USA, Inc. Fort Lauderdale, FL Computers Oct-91 0 96,121 96,121
Brad & Sharon Sessions Lafayette, CO Manufacturing & Production Sep-91 0 25,529 25,529
Bradlees Braintree, MA Fixture Feb-91 77,880 9,706 87,587
Bradlees Braintree, MA Computers Feb-91 94,175 10,954 105,129
Bradlees Braintree, MA Computers Feb-91 57,531 6,603 64,134
Bradlees Braintree, MA Fixture Feb-91 228,418 27,426 255,844
Bradlees Braintree, MA Fixture Feb-91 193,191 25,093 218,284
Bradlees Braintree, MA Fixture Feb-91 219,521 26,358 245,878
Bradlees Braintree, MA Fixture Feb-91 192,081 23,063 215,144
Bradlees Braintree, MA Computers Feb-91 157,979 17,611 175,590
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 303,000 303,000
Brennick Constuction, Inc. Marston Mills, MA Construction Jun-91 0 25,101 25,101
Bullet Proof, Inc. Encino, CA Restaurant Equipment Aug-91 0 74,344 74,344
Cadbury Beverages, Inc. Stamford, CT Computers May-91 0 57,654 57,654
California Micro Devices Corp. Milpitas, CA Computers Sep-91 738,362 219,596 957,958
Carter Hill Sanitation, Inc. Kingston, NC Sanitation May-91 0 27,334 27,334
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Carter Mckenzie Inc. West Orange, NJ Computers May-95 0 36,088 36,088
Centocor Inc. Malvern, PA Furniture Jan-96 0 470,368 470,368
Centocor, Inc. Malvern, PA Furniture Mar-91 1,383,374 286,946 1,670,320
Christ The King Regional Middle Village, NY Computers Jun-95 0 167,544 167,544
Chrysler Corp. Highland Park, MI Computers Apr-91 2,258,176 718,751 2,976,927
Chrysler Financial Corp. Southfield, MI Computers Jun-91 7,414,503 969,294 8,383,797
Ciba-Geigy Corp. Tarrytown, NY Telecommunications May-91 0 35,553 35,553
Ciba-Geigy Corp. Tarrytown, NY Video Production May-91 0 139,950 139,950
Ciba-Geigy Corp. Tarrytown, NY Telecommunications May-91 0 38,589 38,589
Clem Fab Associates Atlantic City, NJ Fixture Oct-94 0 25,973 25,973
Community Health Services, Inc. Hartford, CT Computers May-91 0 117,739 117,739
Community Home Nursing Care Atlanta, GA Telecommunications Aug-91 0 30,068 30,068
Consolidated Waste Industries Washington, DC Sanitation Mar-91 0 29,081 29,081
Conway Excavating Lakeville, MA Construction Jun-91 0 34,334 34,334
Cup or Cone, Inc. Philadelphia, PA Restaurant Equipment Mar-95 0 36,144 36,144
Cuza Corp. Cathederal City, CA Transportation Dec-91 0 94,354 94,354
Cyrus Hosiery Inc. Gardena, CA Manufacturing & Production May-96 0 54,115 54,115
D & V Carting, Inc. Wellington, FL Sanitation Mar-91 0 31,982 31,982
Databank South, Inc. Thompson, GA Computers Apr-91 763,377 79,680 843,057
Dave Sanborn San Bernadino, CA Material Handling Jun-93 0 26,724 26,724
Decorel Mundelein, IL Retail Oct-91 0 30,855 30,855
Delmar's Body Shop, Inc. Staunton, VA Automotive Mar-91 0 39,741 39,741
Dennis Aagard, Inc. Sanford, FL Construction May-91 0 60,721 60,721
Detroit-Malcomb Hospital Corp. Detroit, MI Medical Jun-91 980,422 462,219 1,442,641
Diamond Head, Inc. Leesville, LA Sanitation May-91 0 43,396 43,396
Douglas Pelleymounter Rocklin, CA Manufacturing & Production Apr-91 0 33,612 33,612
Dr. Norman M. Kline, MD Coral Springs, FL Medical Jun-91 0 28,523 28,523
Dvonch Inc. Dba Signal Hill, CA Copiers Apr-95 0 32,912 32,912
EMJ/McFarland Binghamton, NY Computers Mar-91 268,119 34,957 303,076
Enkon Environmental Services Livonia, MI Environmental Sep-91 0 210,728 210,728
Enviroclean Systems, Inc. Vernon Parish, LA Front Load Containers May-91 0 43,396 43,396
Environmental Construction Co. North Scituate, RI Construction Jun-91 0 34,613 34,613
Episcopal Hospital Philadelphia, PA Medical Sep-91 224,403 112,369 336,773
Executone Information Darien, CT Construction May-91 0 85,692 85,692
Executone Information Darien, CT Office Equipment May-91 0 139,427 139,427
Exterior Home Designs Inc. Shawnee Mission, KS Telecommunications Feb-96 0 37,927 37,927
F. Scott Ulch, Individual Reno, NV Construction Jun-96 0 29,353 29,353
Forte Hotels International El Cajon, CA Computers Feb-91 1,184,673 110,605 1,295,278
Forte Hotels International El Cajon, CA Computers Feb-91 780,651 71,016 851,667
Fotoball Usa Inc. San Diego, CA Printing Dec-95 0 71,477 71,477
Fourth Shift Corp. Bloomington, MN Computers Aug-91 0 155,240 155,240
G.I. Apparel, Inc. Farmingdale, NJ Computers Apr-96 0 43,814 43,814
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
G.S. Tire Center, Inc. Grand Junction, CO Manufacturing & Production May-91 0 32,077 32,077
General Electric, CIT Bridgeport, CT Printing Mar-91 958,130 151,330 1,109,460
Getchell'S Distributing Co. Beaverton, OR Automotive Jun-96 0 28,051 28,051
Grant Dahlstrom, Inc. Passadena, CA Printing Jun-96 0 36,278 36,278
Guest Quarters Hotel Limited Boston, MA Furniture Jun-91 0 33,790 33,790
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,041 48,041
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 30,924 30,924
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,065 48,065
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 47,969 47,969
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 47,969 47,969
Guest Quarters Hotel Limited Boston, MA Computers Jun-91 0 48,129 48,129
H & K Tires, Inc. Rancho Cucamong, CA Automotive Jan-92 0 97,543 97,543
H & O Technology, Inc. Ballston Spa, NY Computers May-91 0 29,048 29,048
Hardy Construction Co., Inc. Hillsboro, WI Construction May-96 0 28,878 28,878
Harte Toyota, Inc. Dartmouth, MA Manufacturing & Production Jun-91 0 51,331 51,331
Healthtrust, Inc. Nashville, TN Medical Sep-91 446,586 114,285 560,871
High Point Regional Hospital High Point, NC Medical Sep-91 657,013 471,709 1,128,722
Highlands Hospital Corp. Prestonburg, KY Medical Jun-91 341,892 200,517 542,409
Hometown Buffet, Inc. San Diego, CA Restaurant Equipment Jan-95 0 618,000 618,000
Honling Food, Inc. Brisbane, CA Manufacturing & Production Sep-91 0 99,407 99,407
Horizon Imaging & Therapy Columbus, OH Medical Sep-91 96,052 41,989 138,041
Horizon Imaging & Therapy Columbus, OH Medical Sep-91 327,493 150,741 478,234
I. Spence, N. Constantinople Washington, DC Medical Jun-91 0 90,150 90,150
Iberia General Hospital New Iberia, LA Medical Sep-91 259,382 77,855 337,237
Imperial Plastic Lakeville, MN Manufacturing & Production Jun-91 0 124,803 124,803
Imperial Plastic Lakeville, MN Manufacturing & Production Jan-92 0 122,247 122,247
In Time Entertainment Corp Warren, OH Computers Oct-95 0 38,443 38,443
Ingersall Rand Woodcliff Lake, NJ Computers May-91 0 26,610 26,610
Interactive Telecom Network Sherman Oaks, CA Computers Jun-96 0 27,235 27,235
James E. Connolly Manchester, NH Furniture Dec-93 0 54,942 54,942
James E. Houtz Midpines, CA Restaurant Equipment Aug-91 0 60,489 60,489
Jason Tynan & Company, Inc. New York, NY Telecommunications Sep-94 0 28,289 28,289
Johnson & Dugan Ins. Services Redwood City, CA Computers Mar-96 0 44,246 44,246
Kendall Diagnostic Center Ltd. Miami, FL Medical Jun-91 217,894 105,722 323,616
Kendall Diagnostic Center Ltd. Miami, FL Medical Sep-91 1,195,860 770,230 1,966,090
Kim Vanaman, Individual Hayward, CA Manufacturing & Production Jun-96 0 32,684 32,684
King Carpet Mart, Inc. King Of Prussia, PA Fixture Dec-94 0 29,856 29,856
Landtech Data Corporation West Palm Beach, FL Computers Jun-95 0 29,774 29,774
Local Favorite, Inc. Newport Beach, CA Restaurant Equipment Dec-94 0 525,049 525,049
Lone Star Disposal, Inc. Cedar Park, TX Sanitation Mar-91 0 29,366 29,366
Malone Display Inc. Decatur, GA Computers May-96 0 60,725 60,725
Marriott Corp. Washington, DC Transportation Aug-91 61,960 6,210 68,170
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Marriott Corp. Scottsdale, AZ Transportation Aug-91 83,184 8,336 91,520
Marriott Corp. El Paso, TX Transportation Aug-91 25,189 2,524 27,713
Marriott Corp. Greensboro, NC Transportation Aug-91 24,004 2,406 26,410
Marriott Corp. Tampa, FL Computers Aug-91 65,637 6,578 72,215
Marriott Corp. Miami, FL Video Production Aug-91 29,941 3,001 32,942
Marriott Corp. Chicago, IL Computers Aug-91 140,201 14,051 154,251
Marriott Corp. Point Clear, AL Sanitation Aug-91 149,148 14,947 164,096
Marriott Corp. Scottsdale, AZ Transportation Aug-91 56,365 5,653 62,018
Marriott Corp. Miami, FL Transportation Aug-91 47,487 4,759 52,246
Marriott Corp. Albuquerque, NM Furniture Aug-91 58,628 5,876 64,503
Masterforce, Inc. Jordon, MN Manufacturing & Production Jul-91 0 48,422 48,422
MBS Business Products Inc. Whippany, NJ Computers Feb-96 0 34,492 34,492
Message X Communications, Inc. Hartford, CT Telecommunications May-91 0 25,594 25,594
Microwave Power Devices, Inc. Hauppauge, NY Computers Apr-96 0 65,797 65,797
Mitech, Inc. Rockville, MD Furniture Aug-91 0 547,330 547,330
Mitzel's American Kitchen Seattle, WA Fixture Mar-95 0 35,143 35,143
MPQ Business Suppliers, Inc. Upland, CA Office Equipment Sep-91 0 29,466 29,466
National Board for
Professional Teaching Cortez, FL Furniture Mar-91 0 152,675 152,675
Navarra Insurance Associates Warrendale, PA Computers Feb-95 0 34,232 34,232
Network Telephone Services, Inc. Woodland Hills, CA Telecommunications Aug-91 0 330,123 330,123
New England Marina Dorchester, MA Restaurant Equipment Jun-91 0 27,528 27,528
New Liberty Hospital District Liberty, MI Medical Dec-91 1,368,794 251,343 1,620,137
Newark Beth Israel
Medical Center Newark, NJ Computers May-91 0 38,181 38,181
Nissan Lift Trucks of Memphis Memphis, TN Forklifts Jun-91 0 231,239 231,239
North Star Foods, Inc. St Charles, MN Computers Mar-91 0 406,135 406,135
Paine's, Inc. Simsbury, CT Environmental Jan-92 0 157,907 157,907
Panoramic Press, Inc. Phoenix, AZ Printing May-96 0 51,086 51,086
Parctec, Inc. New York, NY Retail Nov-93 243,961 11,166 255,128
Parctec, Inc. New York, NY Retail Nov-93 91,777 4,110 95,887
Parctec, Inc. New York, NY Retail Dec-93 374,247 17,130 391,377
Parctec, Inc. New York, NY Retail Dec-93 51,592 2,361 53,954
Parctec, Inc. New York, NY Retail Dec-93 45,585 2,086 47,671
Parctec, Inc. New York, NY Retail Dec-93 40,779 1,867 42,645
Parctec, Inc. New York, NY Retail Dec-93 132,493 5,933 138,426
Parctec, Inc. New York, NY Retail Dec-93 220,006 9,851 229,857
Parctec, Inc. New York, NY Retail Dec-93 262,388 11,749 274,137
Parctec, Inc. New York, NY Retail Dec-93 45,369 2,031 47,400
Parctec, Inc. New York, NY Retail Dec-93 33,035 1,512 34,547
Parctec, Inc. New York, NY Retail Dec-93 76,610 3,559 80,169
Parctec, Inc. New York, NY Retail Dec-93 31,034 1,420 32,455
Parctec, Inc. New York, NY Retail Dec-93 121,275 5,550 126,825
Parctec, Inc. New York, NY Retail Dec-93 169,961 7,610 177,571
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Parctec, Inc. New York, NY Retail Dec-93 206,603 9,251 215,854
Parctec, Inc. New York, NY Retail Dec-93 47,944 2,147 50,091
Parctec, Inc. New York, NY Retail Dec-93 38,352 1,755 40,108
Parctec, Inc. New York, NY Retail Dec-93 39,391 1,803 41,194
Parctec, Inc. New York, NY Retail Dec-93 204,537 9,159 213,696
Parctec, Inc. New York, NY Retail Dec-93 78,596 3,597 82,193
Pepperidge Farm Newark, NJ Telecommunications May-91 0 50,938 50,938
Perry Morris Irvine, CA Manufacturing & Production Mar-92 0 1,000,000 1,000,000
Peter Kim Santa Monica, CA Fixture Mar-95 0 25,958 25,958
Phar-Mor, Inc. Youngstown, OH Fixture Feb-91 4,402,289 590,339 4,992,627
Phar-Mor, Inc. Youngstown, OH Fixture Feb-91 5,060,835 672,186 5,733,022
Philadelphia HSR Ltd. Partners Sharon Hills, PA Manufacturing & Production Jun-91 0 31,733 31,733
Phillips Productions, Inc. Dallas, TX Video Production May-91 0 71,636 71,636
Pizza Factory Susanville, CA Restaurant Equipment Aug-91 0 25,003 25,003
Planned Parenthood of NYC, Inc. New York, NY Computers Jun-91 0 26,637 26,637
Planning Sciences, Inc. Littleton, CO Furniture Mar-96 0 51,853 51,853
Postal Systems, Inc. San Mateo, CA Printing Jun-96 0 50,702 50,702
Progress Realty, Inc. Plympton, MA Construction Jun-91 0 43,260 43,260
Pullano'S Pizza, Inc. Glendale, AZ Restaurant Apr-96 0 39,423 39,423
R & H Group, Inc. Oviedo, FL Retail Feb-94 0 35,025 35,025
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 867,854 250,377 1,118,231
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 269,574 78,071 347,645
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 447,292 120,375 567,667
Read-Rite Corp. Milpitas, CA Computers Sep-91 456,308 119,765 576,073
Read-Rite Corp. Milpitas, CA Manufacturing & Production Sep-91 655,369 191,571 846,940
Redman Movies And Stories, Inc Salt Lake City, UT Video Production Jun-96 0 44,885 44,885
Rez-N-8 Productions, Inc. Hollywood, CA Video Production Jun-96 0 65,815 65,815
Richard A. Rennolds Dba Santa Clara, CA Manufacturing & Production Jun-95 0 30,477 30,477
Rico's Place, Inc. San Carlos, CA Restaurant Equipment Jun-93 0 25,794 25,794
RJM Equipment Corp. Boston, MA Construction Jun-91 0 41,194 41,194
Robert Dayan Los Angeles, CA Computers Jul-95 0 29,594 29,594
Robert Jones Mission Viejo, CA Video Production Sep-91 0 28,684 28,684
Robinson, Brebner & Moga Lake Bluff, IL Computers Jun-91 0 36,530 36,530
Samuel & Sandy Stephens Midland, VA Construction May-91 0 45,158 45,158
Sep Tech, Inc. South Chatham, MA Material Handling Jun-91 0 32,946 32,946
Separation Technology Inc. St. Paul, MN Computers Aug-95 0 36,013 36,013
Sessions Lafayette, CO Embroidery Equipment Sep-91 0 25,529 25,529
Sfuzzi, Inc. New York, NY Office Equipment Aug-91 0 180,084 180,084
Sheraton Portland Airport Hotel Portland, OR Computers Mar-96 0 31,193 31,193
Sliphod Graphics, Inc. San Diego, CA Video Production May-94 0 29,696 29,696
South Shore Rehabilitation Rockland, MA Medical Jun-91 0 25,793 25,793
Southern Refrigerated Ashdown, AR Telecommunications Nov-92 0 362,250 362,250
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Southern Refrigerated Transprt Ashdown, AR Telecommunications Dec-96 0 50,797 50,797
Specialty Metals, Inc. Stamford, CT Furniture Jun-91 0 92,560 92,560
Spitz Clinic, PC Morton, PA Medical Mar-91 0 30,956 30,956
St. Louis University St. Louis, MO Medical Sep-91 295,414 202,779 498,193
Star Tire And Service, Inc. Columbus, IN Fixture Oct-91 0 45,775 45,775
Stop & Shop Braintree, MA Computers Feb-91 116,332 14,454 130,786
Stop & Shop Braintree, MA Computers Feb-91 569,145 68,131 637,276
Stop & Shop Braintree, MA Retail Feb-91 387,311 50,308 437,619
Stop & Shop Braintree, MA Computers Feb-91 114,090 14,773 128,863
Stop & Shop Braintree, MA Retail Feb-91 175,093 21,822 196,915
Stop & Shop Braintree, MA Computers Feb-91 35,126 4,205 39,331
Stop & Shop Braintree, MA Retail Feb-91 169,376 20,337 189,713
Stop & Shop Braintree, MA Computers Feb-91 141,920 17,634 159,554
Stop & Shop Braintree, MA Retail Feb-91 118,084 13,053 131,136
Stop & Shop Braintree, MA Retail Feb-91 367,507 40,617 408,124
Stop & Shop Braintree, MA Retail Feb-91 99,072 11,896 110,968
Stop & Shop Braintree, MA Computers Feb-91 30,019 3,594 33,613
Stop & Shop Braintree, MA Retail Feb-91 64,032 7,187 71,219
Stop & Shop Braintree, MA Retail Feb-91 284,138 33,367 317,506
Stop & Shop Braintree, MA Retail Feb-91 50,920 5,727 56,647
Stop & Shop Braintree, MA Retail Feb-91 209,029 27,151 236,179
Stop & Shop Braintree, MA Retail Feb-91 169,841 20,393 190,234
Stop & Shop Braintree, MA Retail Feb-91 121,255 13,982 135,237
Stop & Shop Braintree, MA Retail Feb-91 103,621 12,442 116,062
Stop & Shop Braintree, MA Retail Feb-91 82,969 9,456 92,425
Stop & Shop Braintree, MA Computers Feb-91 26,428 2,946 29,374
Stop & Shop Braintree, MA Retail Feb-91 184,177 22,114 206,291
Stop & Shop Braintree, MA Retail Feb-91 62,067 7,736 69,803
Stop & Shop Braintree, MA Computers Feb-91 726,459 84,499 810,958
Stop & Shop Braintree, MA Retail Feb-91 198,850 23,876 222,725
Sun Presentations, Inc. Palm Springs, CA Video Production Nov-92 0 66,253 66,253
Super-Miami Ltd Concord, CA Fixture Nov-91 0 96,968 96,968
Superior Disposal Service, Inc. Newfield, NY Sanitation May-91 0 35,048 35,048
Superior Tire, Inc. Canoga Park, CA Transportation Dec-91 0 92,236 92,236
Surface Specialists Inc. Harvey, LA Manufacturing & Production Feb-96 0 59,358 59,358
Synoptic Systems Corp. Springfield, VA Computers May-91 0 164,520 164,520
T.B.G. of Fresh Meadows, Inc. Whitestone, NY Restaurant Equipment Dec-94 0 395,221 395,221
T.W. Productivity Centers San Francisco, CA Computers Feb-96 0 46,549 46,549
Transportation Corp. of America Minneapolis, MN Telecommunications Sep-91 0 38,224 38,224
Transportation Corp. of America Minneapolis, MN Telecommunications Oct-91 0 51,588 51,588
U.S. Public Technologies Inc. San Diego, CA Computers Jun-95 0 37,362 37,362
United Diagnostics, Inc. Miami, FL Medical Jun-91 0 27,181 27,181
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series C at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------ -------------- -------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
USA Waste Services, Inc. Dallas, TX Material Handling Mar-91 0 30,352 30,352
USA Waste Services, Inc. Dallas, TX Material Handling Mar-91 0 32,422 32,422
USA Waste Services, Inc. Dallas, TX Telecommunications Mar-91 0 45,637 45,637
Vacation Escape Inc. Boca Raton, FL Telecommunications Apr-95 0 34,104 34,104
Valley Porge HSR Ltd Wayne, PA Manufacturing & Production Jun-91 0 31,733 31,733
Vermont Sand & Stone, Inc. Waterbury, VT Construction Jun-91 0 45,396 45,396
Walid J. Talia San Diego, CA Fixture Dec-94 0 27,381 27,381
William N. Cann Inc. Willington, DE Computers Dec-95 0 47,838 47,838
Wrap Up Productions Castro Valley, CA Video Production Oct-91 0 47,315 47,315
Total Equipment transactions less than $25,000 55,673 4,247,670 4,303,343
------- --------- ---------
$45,800,967 $26,853,123 $72,654,090
=========== =========== ===========
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series C at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------- -------------- --------------- ----------
<S> <C> <C> <C>
Restaurant Equipment $1,255,432 $48,377 $1,303,809
Retail Systems 1,240,599 26,510 1,267,109
Computer Systems 487,719 631,585 1,119,304
Office Furniture&Fixtures 596,338 409,097 1,005,435
Manufacturing & Production 232,654 332,856 565,510
Printing 0 237,459 237,459
Medical 104,243 81,789 186,032
Video Production 74,580 65,815 140,395
Telecommunications 45,534 76,944 122,478
Construction 29,352 28,878 58,230
Copiers 0 50,566 50,566
Automotive 15,232 28,051 43,283
----------- ----------- -----------
$4,081,683 $2,017,927 $6,099,610
========== =========== ==========
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
1st Choice Physicians Rockville, MD Medical Feb-97 $0 $33,992 $33,992
4Th Street Cleaners St. Petersburg, FL Manufacturing &
Production Mar-92 0 49,130 49,130
5Th Street Pharmacy, Inc. Philadelphia, PA Medical Mar-92 0 25,694 25,694
Aacro Precision Griding Sparks, NV Manufacturing &
Production Sep-92 24,200 3,047 27,247
ABC Cleaners Pasadena, CA Manufacturing &
Production Mar-92 0 93,410 93,410
Abracadabra Presentation Santa Ana, CA Video Production Sep-96 0 31,580 31,580
Absolute Maintenance, Inc. Tampa, FL Material Handling Oct-93 0 26,836 26,836
Accrurate Color & Compound Aurora, IL Manufacturing &
Production Feb-97 0 25,719 25,719
Active Periodicals Deerfield Beach, FL Computers Feb-97 0 52,398 52,398
Adult Career Training Corp. Farmington Hill, MI Medical Mar-92 0 32,035 32,035
Advanced Communication Minneapolis, MN Computers Feb-95 0 33,517 33,517
Advantage Metal Products Tracy, CA Manufacturing &
Production Mar-97 0 51,296 51,296
Adventure Components Inc. Westlake Villge, CA Manufacturing &
Production Apr-95 0 25,719 25,719
Aero Bookbinding Sterling, VA Manufacturing &
Production Mar-96 0 30,440 30,440
AHF Marketing Research, Inc. New York, NY Computers Dec-92 0 105,114 105,114
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 1,546,288 1,546,288
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 1,178,775 1,178,775
AHS/USC Imaging Equipment Newport Beach, CA Medical Dec-91 0 114,911 114,911
AHS-Kosciusko Community
Hospital Warsaw, IN Medical Dec-91 0 773,178 773,178
Ajc Associates Inc. Fort Lauderdale, FL Manufacturing &
Production Apr-95 0 26,538 26,538
Alamance Knit Fabrics Inc. Burlington, NC Manufacturing &
Production Aug-92 0 46,776 46,776
Alexander & Alexander
Srvs Inc Owings Mill, MD Computers Jan-96 3,263,945 548,331 3,812,276
Alpharetta-Woodstock Ob/Gyn Canton, GA Medical Mar-92 0 40,974 40,974
Ambe, Kishore S., Ph.D., MD Anaheim, CA Medical Mar-92 25,597 9,937 35,534
Ambel Precision Manuf. Corp. Bethel, CT Manufacturing &
Production Mar-95 0 39,487 39,487
Ambrose Dry Cleaners South Yarmouth, MA Manufacturing &
Production Mar-92 0 91,239 91,239
American Garment Care Co. Huntington Park, CA Sanitation Oct-92 29,030 3,283 32,313
Antelope Valley MRI Lancaster, CA Medical Dec-91 806,855 863,495 1,670,350
Ap Propane, Inc. King Of Prussia, PA Computers Dec-92 359,756 152,563 512,319
Apollo Group, Inc. Phoenix, AZ Furniture Dec-91 0 120,110 120,110
Arter & Hadden Cleveland, OH Telecommunications Mar-92 0 62,795 62,795
Aspen Cleaners Cincinnati, OH Manufacturing &
Production Mar-92 0 97,627 97,627
Associates In Family Care Olathe, KS Medical Mar-92 0 56,126 56,126
Associates In Family Care Olathe, KS Medical Mar-92 0 31,693 31,693
Atlantic Care Medical Center Lynn, MA Medical Dec-91 5,235 46,420 51,655
Atlas Stamp & Marking Supplies Portland, OR Manufacturing &
Production Feb-97 0 40,211 40,211
Audio Mixers, Inc. New York, NY Manufacturing &
Production May-92 0 29,777 29,777
Bakery Concepts Medfield, MA Restaurant Jun-96 0 45,531 45,531
Bakowski, George M., O.D. Shreveport, LA Medical Mar-92 0 36,211 36,211
Ball-Incon Glass
Packaging Corp. Muncie, IN Manufacturing &
Production Dec-92 795,970 297,574 1,093,544
Ball-Incon Glass
Packaging Corp. Muncie, IN Manufacturing &
Production Dec-92 515,021 162,816 677,836
Barber Coleman, Co. Loves Park, IL Computers Jun-95 1,216,864 63,692 1,280,556
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Barrios, Jose A., MD Boynton Beach, FL Medical Mar-92 0 44,322 44,322
Batniji, Sobhi A., D.D.S. Laguna Niguel, CA Medical Mar-92 0 39,802 39,802
Bay Center Corporation Tampa, FL Manufacturing &
Production Jul-92 0 108,814 108,814
Bayou Cleaners Tarpon Springs, FL Manufacturing &
Production Mar-92 0 90,557 90,557
Beck-Ola Productions, Inc. Santa Monica, CA Computers Mar-96 0 53,292 53,292
Bell Family Health Center Bell, CA Medical Mar-92 0 35,146 35,146
Bell'S Answering Service Inc. Greenwich, CT Telecommunications Jul-95 0 33,747 33,747
Blount, Inc. Portland, OR Manufacturing
& Production Jun-95 720,176 43,877 764,053
Bob's Cylinder Head Service Fresno, CA Manufacturing &
Production Sep-92 23,958 3,360 27,318
Boca Raton Outpatient Surgery Boca Raton, FL Medical Mar-92 0 47,202 47,202
Bombay Duck Company Ltd. Concord, MA Fixture Feb-96 0 57,507 57,507
Bordwell And Bratton, D.D.S. Memphis, TN Medical Mar-92 0 43,328 43,328
Boulgourjian Brothers Corp. West Hills, CA Furniture Feb-96 0 46,132 46,132
Bourns, Inc. Riverside, CA Telecommunications Mar-92 0 129,155 129,155
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 315,120 315,120
Brookside Northbrook, IL Manufacturing &
Production Mar-92 0 59,494 59,494
C.D. Grahn Auto Repair Rockville, MD Automotive Aug-96 0 28,695 28,695
Caio Bella Gelato Co., Inc. New York, NY Fixture Feb-97 0 46,790 46,790
Campo, Alphonse, MD Stamford, CT Medical Mar-92 0 38,489 38,489
Cardiff Beach House Laguna Beach, CA Retail Jul-96 0 50,470 50,470
Cardinale Bread & Baking Pittsburg, CA Restaurant Jul-96 0 26,384 26,384
Cardiovascular Consultants Louisville, KY Medical Mar-92 0 108,549 108,549
Carullo, Emilio J., MD Coral Gables, FL Medical Mar-92 0 25,389 25,389
Centennial Technologies Inc. Billerica, MA Computers Jan-96 29,261 2,606 31,867
Centennial Technologies Inc. Billerica, MA Office Equipment Jan-96 29,691 2,659 32,350
Centennial Technologies Inc. Billerica, MA Manufacturing &
Production Jan-96 174,139 15,592 189,732
Centennial Technologies Inc. Billerica, MA Manufacturing &
Production Jan-96 248,039 22,215 270,254
Centennial Technologies Inc. Billerica, MA Manufacturing &
Production Jan-96 349,484 31,125 380,608
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 65,945 65,945
Center For Special Immunology Ft. Lauderdale, FL Medical Mar-92 0 27,292 27,292
Central Bakery, Inc. Albany, NY Restaurant Feb-97 0 26,226 26,226
Century Hosiery Denton, NC Manufacturing &
Production Aug-96 0 42,535 42,535
Chacko Dry Cleaner Winchester, MA Manufacturing &
Production Mar-92 0 80,875 80,875
Champlain Cable Corp. Colchester, VT Manufacturing &
Production Jan-96 24,790 2,041 26,831
Champlain Cable Corp. Colchester, VT Manufacturing &
Production Jan-96 827,839 123,382 951,220
Charcon Enterprises Charlotte, NC Manufacturing &
Production Mar-92 0 79,086 79,086
Charlie & Jakes
Bar-B-Q Inc. Melbourne, FL Manufacturing &
Production Dec-95 0 285,762 285,762
Chef's Pride, Inc. Seaside, CA Restaurant Oct-92 28,370 3,061 31,431
Childrens & Presbyterian Plano, TX Medical Mar-92 0 31,037 31,037
Chrysler Capital Highland Park, MI Computers Apr-92 390,050 249,974 640,025
Chrysler Corp. Highland Park, MI Computers Sep-91 231,979 117,821 349,800
Chrysler Corp. Highland Park, MI Computers Apr-92 128,043 58,753 186,797
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Chrysler Corp. Highland Park, MI Computers Sep-91 131,105 125,194 256,299
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 109,254 117,190 226,444
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 110,329 86,469 196,798
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 123,405 117,839 241,244
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 394,760 191,056 585,817
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 588,742 257,475 846,217
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 33,771 16,346 50,116
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 122,627 51,378 174,004
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 435,087 173,683 608,770
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 567,404 217,122 784,526
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 640,401 245,050 885,450
Chrysler Motors Corp. Highland Park, MI Computers Sep-91 643,095 239,344 882,439
Chung King Studios Dba New York, NY Audio Feb-97 0 47,933 47,933
Clancy's, Inc. Noblesville, IN Restaurant Equipment Dec-95 0 624,000 624,000
Cobe Laboratories Pico Rivera, CA Manufacturing &
Production Feb-97 0 32,473 32,473
Co-Care Eye Centers, Inc. Germantown, TN Medical Mar-92 26,940 10,458 37,398
Colby, Harker Desoto Bradenton, FL Dry Cleaning
Equipment May-92 0 119,600 119,600
Commercial Printing Virginia Beach, VA Manufacturing &
Production Mar-96 0 29,218 29,218
Conceptions, Reproductive Denver, CO Medical Jun-92 0 27,338 27,338
Concepts Marketing Aloha, OR Telecommunications Sep-96 0 52,264 52,264
Coopwestein Dry Cleaner Brooklyn, NY Manufacturing &
Production Jul-92 0 89,776 89,776
Copyman Copy & Printing San Mateo, CA Repographics Sep-96 0 47,115 47,115
Corpus Christi Diagnostic Corpus Christi, TX Medical Aug-92 21,757 8,446 30,203
Costa, Giovanni, MD Orchard Park, NY Medical Mar-92 0 35,304 35,304
Coventry Cleveland Heights, OH Restaurant Sep-93 0 350,000 350,000
Cox Brothers Dairy Elkhorn, KY Manufacturing &
Production Feb-97 0 31,285 31,285
Cruttenden & Company Irvine, CA Telecommunications Mar-92 0 33,494 33,494
D. Maddox, MD. Bakersfield, CA Medical Feb-97 0 91,710 91,710
Daga, Inc. Hilton Head, SC Fixture Nov-92 0 99,216 99,216
Danbury Ob/Gyn Danbury, CT Medical Mar-92 0 25,921 25,921
David Klee Poway, CA Manufacturing &
Production Mar-96 0 26,918 26,918
Defcon Carisbed, CA Computers Jul-95 0 40,744 40,744
Delong Sportswear, Inc. Grinnell, IA Manufacturing &
Production Jun-95 479,073 12,042 491,115
Delta Point, Inc. Monterey, CA Computers Dec-91 0 67,293 67,293
Delta Point, Inc. Monterey, CA Computers Feb-92 0 78,920 78,920
Delta Point, Inc. Monterey, CA Computers Mar-92 0 91,459 91,459
Delta Point, Inc. Monterey, CA Computers Apr-92 0 32,190 32,190
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 31,309 31,309
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 36,743 36,743
Deltapoint, Inc. Monterey, CA Computers Sep-94 0 51,415 51,415
Denton Hall Burgin & Warrens Los Angeles, CA Telecommunications Mar-92 0 30,906 30,906
Desert Diecutting, Inc. Las Vegas, NV Manufacturing &
Production Feb-97 0 43,934 43,934
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Design Design, Inc. Rutland, VT Manufacturing &
Production May-92 0 28,109 28,109
Dettmer Hospital Troy, OH Medical Mar-92 0 53,209 53,209
Dimaano, Cecilia D., MD, PC Mesa, AZ Medical Mar-92 0 28,431 28,431
Doctors Hospital Houston, TX Medical Mar-92 0 34,772 34,772
Dominion Medical
Associates, Inc. Richmond, VA Medical Mar-92 0 25,231 25,231
Doria Enterprises, Inc. New York, NY Retail Jul-96 0 27,135 27,135
Douglas General Hospital Douglasville, GA Medical Dec-91 0 45,129 45,129
Downtown Press Inc. Baltimore, MD Manufacturing &
Production Mar-96 0 134,240 134,240
Dr. Robert S. Guminey DDS Tomball, TX Medical Oct-91 0 162,864 162,864
Draffin, David S., MD, PA Summerville, SC Medical Mar-92 0 26,385 26,385
Drs. Eade, J.D. &
Brooks, B.J. Campbellsville, KY Medical Mar-92 0 69,800 69,800
Dumfries Pharmacy, Inc. Dumfries, VA Medical Mar-92 0 68,276 68,276
Duracell, Inc. Bethel, CT Computers Jun-95 2,152,323 101,227 2,253,550
Duracell, Inc. Bethel, CT Computers Jun-95 1,078,280 28,573 1,106,853
East Mission Valley Copy San Diego, CA Printing Sep-96 0 58,216 58,216
East Point Hospital Lehigh Acres, FL Medical Dec-91 0 175,044 175,044
Eaton Coin Laundry Dunwoody, GA Manufacturing &
Production Mar-92 0 94,704 94,704
Emanuel Hospital &
Health Center Portland, OR Medical Dec-91 0 438,498 438,498
Eskaton Carmichael, CA Telecommunications Mar-92 0 143,943 143,943
Ettrick Medical Center Ettrick, VA Medical Mar-92 0 40,539 40,539
Executive Dry Cleaners Cranston, RI Manufacturing &
Production Mar-92 0 70,054 70,054
Fawcett Memorial Hospital Port Charlotte, IL Medical Dec-91 77,159 190,178 267,337
FCR, Inc. Weymouth, MA Manufacturing &
Production Dec-94 0 27,805 27,805
Federal Express Memphis, TN Aircraft Sep-96 0 8,756,291 8,756,291
Ferson Dry Cleaner Miami, FL Manufacturing &
Production Mar-92 0 77,400 77,400
Festival Cleaners Chantilly, VA Manufacturing &
Production Mar-92 0 133,664 133,664
Fiesta Lilburn, GA Manufacturing &
Production Mar-92 0 191,108 191,108
First Security Atlanta, GA Manufacturing &
Production Mar-92 0 454,480 454,480
First Universal Trading, Inc Long Beach, CA Computers Mar-97 0 34,562 34,562
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 200,251 200,251
Florida Hospitality Resorts Pompano Beach, FL Furniture Jun-94 0 296,849 296,849
Foggy Bottom Washington, DC Medical Mar-92 0 68,280 68,280
Fountain Valley Regional Fountain Valley, CA Medical Dec-91 0 897,554 897,554
Fountain Valley Regional Fountain Valley, CA Medical Oct-93 0 409,914 409,914
Frone'S Brokerage Inc. Central Point, OR Fixture Jan-96 0 80,468 80,468
G&S Foundry &
Manufacturing Co. Red Bud, IL Manufacturing &
Production Jan-95 0 36,288 36,288
G.T.R. Inc. Dba Atlanta, GA Restaurant Apr-95 0 55,991 55,991
Garmar Medical Group Montebello, CA Medical Mar-92 0 25,085 25,085
Gary J. Elmer Huntington Beach, CA Manufacturing &
Production Nov-95 0 27,441 27,441
Gary'S Pub & Billiards Marathon, FL Retail Oct-96 0 31,248 31,248
General Electric Co. Hartford, CT Computers Dec-95 575,464 102,647 678,111
Geotek Communications Inc. Montvale, NJ Telecommunications Mar-97 0 263,816 263,816
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Gerlay Gary S., MD Deming, NM Medical Mar-92 0 51,551 51,551
Gilroy Printers &
Office Supplies Gilroy, CA Computers Sep-95 0 44,482 44,482
Goldstar Cabinets, Inc. Phoenix, AZ Computers Jun-96 0 36,872 36,872
Graphic Consultants Inc Paul Ramsey, MN Manufacturing &
Production Mar-96 0 25,030 25,030
Graphix, Inc. Savage, MD Printing Feb-97 0 29,020 29,020
Gray Television, Inc. Greensboro, NC Computers Mar-95 0 39,376 39,376
Great American Cleaners Friendswood, TX Manufacturing &
Production Mar-92 0 93,880 93,880
Greenbrier Family
Medical Center Chesapeake, VA Medical Mar-92 0 28,178 28,178
Greene Dot Inc. San Diego, CA Video Production Jul-92 0 25,273 25,273
Gustafson Master Cleaners N. Providence, RI Manufacturing &
Production Mar-92 0 94,241 94,241
Half Inch Video Dba,
Scott, R. San Francisco, CA Video Production Feb-97 0 25,598 25,598
Hamilton Communications Wauwatosa, WI Computers Jul-96 0 60,262 60,262
Hanley, III, James R., MD Macclenny, FL Medical Mar-92 0 28,330 28,330
Harbor Truck Bodies, Inc. Brea, CA Automotive Feb-97 0 49,711 49,711
Hasley Dry Cleaner Ft. Smith, AR Manufacturing &
Production Mar-92 0 76,356 76,356
Hatfield, Bonnie Louisville, KY Medical Mar-92 0 52,195 52,195
Healthtrust, Inc. Sun City, FL Medical Dec-91 0 257,223 257,223
Hempstead Park Nursing Home Hempstead, NY Medical Mar-92 0 25,947 25,947
Hendrixson & Sons Install. Round Lake, IL Computers Feb-97 0 29,732 29,732
Highland Tap Atlanta, GA Furniture Mar-92 0 39,866 39,866
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 642,720 642,720
Hookset Bagel & Deli Hooksett, NH Restaurant Jul-96 0 60,852 60,852
Hope-Gill, Herbert F., MD Sarasota, FL Medical Mar-92 0 34,917 34,917
Horrigan Enterprises Colton, CA Computers Apr-96 0 32,587 32,587
Howard, Donald C., D.O. Hallandale, FL Medical Mar-92 0 33,618 33,618
Howard's Tavern Snacks, Inc. Portland, OR Fixture Mar-95 0 30,445 30,445
Hrangl Medical
Development, Inc. Estherville, IA Medical Mar-92 0 31,521 31,521
Human Resources Contract Los Angeles, CA Furniture Mar-97 0 58,248 58,248
Humana Inc. Louisville, KY Medical Dec-92 0 37,181 37,181
Hurricane Graphics Miami Lakes, FL Manufacturing &
Production Mar-96 0 32,734 32,734
Hydratec, Inc. Baltimore, MD Manufacturing &
Production Feb-97 0 25,374 25,374
I.V.L. Inc. Ft. Lauderdale, FL Computers Jan-96 0 55,589 55,589
IMP, Inc. San Jose, CA Manufacturing &
Production Mar-95 1,376,519 315,061 1,691,580
IMP, Inc. San Jose, CA Manufacturing &
Production Mar-97 0 1,074,631 1,074,631
In The Mix Inc. New York, NY Computers Feb-97 0 33,389 33,389
Information Storage Devices San Jose, CA Computers Jun-94 0 126,414 126,414
Information Storage Devices San Jose, CA Computers Jun-94 0 358,927 358,927
Information Storage Devices San Jose, CA Computers Aug-94 0 67,381 67,381
Inliner Americas, Inc. Houston, TX Manufacturing &
Production Feb-97 0 58,243 58,243
Innovo, Inc. Springfield, TN Fixture Jun-94 0 90,785 90,785
Intermark Components, Inc. Huntington Bch, CA Manufacturing &
Production Feb-95 0 32,242 32,242
Internal Medicine Group Little Rock, AR Medical Mar-92 0 34,769 34,769
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Internal Medicine Specialists Las Vegas, NV Medical Mar-92 0 34,803 34,803
International Communications Elizabeth, NJ Computers Jun-95 0 42,344 42,344
International Power
Devices Inc. Boston, MA Telecommunications Jan-96 30,916 2,381 33,297
International Power
Devices Inc. Boston, MA Computers Jan-96 35,567 2,782 38,349
International Power
Devices Inc. Boston, MA Manufacturing &
Production Jan-96 35,567 782,577 818,144
International Rectifier
Corp. Temecula, CA Telecommunications Mar-92 0 118,882 118,882
International Rectifier
Corp. El Segundo, CA Telecommunications Jul-93 0 175,626 175,626
J & B Finishers Tucker, GA Manufacturing &
Production Mar-96 0 31,949 31,949
Jack Vanden Brulle Berkeley, CA Printing Jun-96 0 45,929 45,929
Jimenez Soft Touch Tampa, FL Manufacturing &
Production Mar-92 0 85,349 85,349
John Corkery Jr. Canton, MA Printing Jun-95 0 38,679 38,679
John J. Prescott Washington, DC Video Production Jun-96 0 57,930 57,930
Johnny P. Singh Brawley, CA Material Handling Sep-92 41,049 8,068 49,117
K & I Plastics, Inc. Jacksonville, FL Manufacturing &
Production Oct-91 0 25,720 25,720
Katz & Klein Sacramento, CA Manufacturing &
Production Mar-97 0 27,684 27,684
Ka-Va Inc Dba Clothes Clinic Watertown, MA Manufacturing &
Production Jun-95 0 39,148 39,148
Kehne, Susan M & Diaz,
Luis MD Las Vegas, NV Medical Mar-92 0 34,859 34,859
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing &
Production Dec-92 239,822 103,386 343,208
Kerr Glass Manufacturing Corp. Los Angeles, CA Manufacturing &
Production Dec-92 1,046,565 348,824 1,395,388
King, Purtich & Morrice Los Angeles, CA Telecommunications Apr-93 0 53,799 53,799
Kingman Hospital, Inc. Kingman, AZ Medical Dec-91 0 256,524 256,524
Kings Meat & Seafood Corp. Houston, TX Restaurant Aug-96 0 32,701 32,701
Kissimee Memorial Hospital Kissimee, FL Medical Dec-91 0 487,203 487,203
Klasky & Csupo, Inc. Hollywood, CA Office Equipment Sep-92 28,448 4,759 33,207
Klein, Roger MD Ashland, KY Medical Mar-92 0 45,195 45,195
Knox Insurance Agency Inc. Albany, NY Computers Jun-95 0 28,558 28,558
Kopy King Inc. Chattanooga, TN Manufacturing &
Production Mar-96 0 30,284 30,284
Kreegr Dry Cleaner Arvada, CO Manufacturing &
Production Mar-92 0 80,343 80,343
Kurusu, Shozo, MD Charleston, WV Medical Mar-92 0 50,433 50,433
L & S Enterprises Dayton, OH Office Equipment Jul-96 0 54,021 54,021
L.W. Blake Hospital Bradenton, FL Medical Dec-91 0 319,245 319,245
Laclede Steel, Inc. St. Louis, MO Fixture Sep-93 0 79,718 79,718
Laguna Graphic Arts Inc Irvine, CA Manufacturing &
Production Mar-96 0 72,146 72,146
Lawrence Medical Laboratory Monrovia, CA Medical Mar-92 0 51,876 51,876
Lee Family Clinic Durant, OK Computers Aug-96 0 66,646 66,646
Lee-Koh Medical
Corporation PC Reseda, CA Medical Mar-92 0 44,052 44,052
Leroy Gorzell Falls City, TX Manufacturing &
Production Mar-95 0 34,762 34,762
Little Rock Internal
Medicine Little Rock, AR Medical Mar-92 0 53,858 53,858
Littletown Pattern Works Littlestown, PA Manufacturing &
Production Mar-97 0 26,426 26,426
Long Beach Acceptance Corp. Oradell, NJ Computers Jul-96 0 56,574 56,574
Long Beach Acceptance Corp. Oradell, NJ Computers Aug-96 0 146,238 146,238
Long Beach Acceptance Corp. Oradell, NJ Computers Sep-95 0 569,155 569,155
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Long Beach Acceptance Corp. Oradell, NJ Computers Nov-95 0 110,452 110,452
Long, Nancy L., MD Henderson, NV Medical Mar-92 0 25,072 25,072
Loy Loy Restaurant Clovis, CA Restaurant Sep-92 36,956 4,907 41,863
LTK Litho, Inc. Deer Park, NY Manufacturing &
Production Mar-97 0 39,504 39,504
Mallory Smith Management Srvc. Santa Barbara, CA Computers Apr-94 0 32,683 32,683
Marble & Granite Fabricators Warren, MI Manufacturing &
Production Feb-97 0 49,386 49,386
Martin Paul, Ltd. Boston, MA Photography Sep-96 0 50,672 50,672
Marvista Pub, Inc. Longboat Key, FL Retail Feb-97 0 31,122 31,122
Matassa'S Market - Dauphine New Orleans, LA Fixture Jan-96 0 51,207 51,207
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 151,308 151,308
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 81,041 81,041
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 36,106 36,106
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 33,980 33,980
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 29,862 29,862
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 29,549 29,549
Matsco Financial Corp. Emeryville, CA Manufacturing &
Production Dec-91 0 28,390 28,390
Mc Hargue, Chauncey A., MD Culpeper, VA Medical Mar-92 0 25,400 25,400
Med Access Stafford, TX Medical Mar-92 0 26,344 26,344
Merle West Medical Center Klamath Falls, OR Medical Mar-92 0 108,517 108,517
Merritt, Melvin D., MD Aurora, CO Medical Mar-92 0 50,555 50,555
Metro Design Center Saratoga, CA Telecommunications Sep-96 0 26,014 26,014
Metro-Continental, Inc. Dayton, TX Manufacturing &
Production Mar-92 0 78,792 78,792
MGM Enterprises, Inc. Amarillo, TX Fixture Jun-94 0 28,291 28,291
Micro Strategies, Inc. Denville, NJ Telecommunications Jul-96 0 53,851 53,851
Milpitas Cleaners Milpitas, CA Sanitation Sep-92 29,977 3,019 32,997
Mind's Eye Graphics, Inc. Richmond, VA Computers Mar-95 0 26,972 26,972
Missouri Eye Institute Springfield, MO Medical Mar-92 0 37,398 37,398
Mojabe Chiropractic Rancho Cucamong, CA Medical Mar-92 0 30,595 30,595
Mondo Media San Francisco, CA Computers May-96 0 49,405 49,405
Montgomery City Hospital Rockville, MD Medical Dec-91 0 1,148,225 1,148,225
Montgomery City Hospital Rockville, MD Medical Dec-91 0 296,171 296,171
Montgomery City Hospital Rockville, MD Medical Dec-91 0 171,735 171,735
Morgan's Creative Restaurant Beachwood, OH Restaurant Mar-95 0 234,091 234,091
Morgan's Foods Saratoga, CA Restaurant Mar-95 0 189,746 189,746
Morgan's Foods Beachwood, OH Computers Sep-94 0 102,805 102,805
Mount Pleasant Spinal Health Mount Pleasant, SC Medical Mar-92 0 26,797 26,797
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 954,276 195,228 1,149,504
Mount Sinai Medical Center Miami Beach, FL Medical Dec-91 1,138,257 356,746 1,495,003
Nadler'S Bakery & Deli San Antonio, TX Restaurant Oct-96 0 32,362 32,362
Nair Dry Cleaner Oak Lawn, IL Manufacturing &
Production Mar-92 0 98,653 98,653
Nasco Sportswear, Inc. Springfield, TN Manufacturing &
Production Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Manufacturing &
Production Jun-92 0 87,360 87,360
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Nasco Sportswear, Inc. Springfield, TN Manufacturing &
Production Jun-92 0 87,360 87,360
Nasco Sportswear, Inc. Springfield, TN Computers Sep-92 0 46,691 46,691
Nasco, Inc. Springfield, TN Computers Jun-92 0 780,000 780,000
New London Press Inc. Alpharetta, GA Manufacturing &
Production Mar-96 0 26,903 26,903
New World Rising, Inc. Birmingham, AL Computers Feb-97 0 45,888 45,888
Ngo Dry Cleaner Beltsville, MD Manufacturing &
Production Mar-92 0 73,242 73,242
Norfolk Warehouse Distribution Norfolk, VA Furniture Jul-95 0 36,945 36,945
Norgetown Cleaners Clarendon Hills, IL Manufacturing &
Production Mar-92 0 78,588 78,588
Norman's Food Store's, Inc. Nebraska City, NE Computers Dec-93 0 99,615 99,615
Ohio Power Company Columbus, OH Material Handling Oct-92 1,846,000 473,840 12,319,840
Ohio Power Company Columbus, OH Material Handling Oct-92 0 9,525,880 9,525,880
Olash And Van Vooren, MD Louisville, KY Medical Mar-92 0 35,430 35,430
Old Dominion Carstar Eugene, OR Computers Apr-94 0 29,854 29,854
Omni Mortgage Group, Inc. Lawrenceville, GA Computers Feb-97 0 34,676 34,676
One Hour Martinizing Stone Mountain, GA Manufacturing &
Production Mar-92 0 27,289 27,289
Oswego Cleaners Oswego, IL Manufacturing &
Production Mar-92 0 71,745 71,745
Oswego Village Clinic Lake Oswego, OR Medical Mar-92 0 25,669 25,669
Pacific Equity Service Vancouver, WA Computers Aug-96 0 31,273 31,273
Palo Alto Car Wash Partners San Francisco, CA Manufacturing &
Production Jul-92 0 122,425 122,425
Panama Hatties Huntington Stat, NY Restaurant Mar-97 0 53,637 53,637
Paolo'S Italian Kitchen Melbourne, FL Restaurant Feb-97 0 49,404 49,404
Parker K. Bagley MD Inverness, FL Medical Feb-95 0 88,444 88,444
Parker K. Bagley, MD PA Inverness, FL Medical Dec-91 0 323,733 323,733
Parks, Sheryl L., MD, PC Garden City, MI Medical Mar-92 0 29,018 29,018
PCMAC Consultants San Francisco, CA Computers Feb-97 0 31,212 31,212
Performance A/V, Inc. Alexandria, VA Video Production Sep-93 0 233,785 233,785
Perry Morris Irvine, CA Manufacturing &
Production Mar-92 0 5,200,000 5,200,000
Phoenix Analysis & Design Gilbert, AZ Printing Aug-96 0 33,255 33,255
Photo Center, Inc. Costa Mesa, CA Manufacturing &
Production Mar-97 0 40,986 40,986
Physician Hospital Cedar Knolls, NJ Medical Dec-91 0 234,870 234,870
Pivaroff Chiropractic Corp. Corona Del Mar, CA Medical Mar-92 0 35,324 35,324
Pleasant Hill Cleaners Duluth, GA Manufacturing &
Production Mar-92 0 115,657 115,657
Pro Photo Connection, Inc Irvine, CA Computers Mar-97 0 29,180 29,180
Pro Sew Cincinnati, OH Manufacturing &
Production Dec-91 0 40,018 40,018
Quail Cleaners Missouri City, TX Manufacturing &
Production Mar-92 0 90,402 90,402
Quality Baking L.L.C. Maplewood, MO Restaurant Equipment Dec-95 0 296,400 296,400
R & M Baking Corp. Oceanside, NY Manufacturing &
Production Nov-93 0 27,490 27,490
R & M Levy Lafayette, CA Manufacturing &
Production Sep-92 0 73,668 73,668
R.E. Smith Printing, Co. Fall River, MA Printing Jun-95 487,200 41,021 528,221
R.U.R. Enterprises, Inc. Houston, TX Furniture Dec-94 0 27,035 27,035
Radiology Assoc. of Mc Allen TX Mc Allen, TX Medical Dec-91 0 190,800 190,800
Radiology Assoc. of Mc Allen TX Mc Allen, TX Medical Dec-91 0 40,776 40,776
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Radiology Assoc. of Mc Allen TX Mc Allen, TX Medical Jun-93 0 97,644 97,644
Radiology Assoc. of Westport Westport, CT Retail May-92 309,873 39,188 349,061
Rain-Master Roofing Portland, OR Computers Jun-96 0 26,464 26,464
Raintree Cleaners Roswell, GA Manufacturing &
Production Mar-92 0 105,265 105,265
Re/Max Fireside Blue Jay Villag, CA Telecommunications Sep-92 27,089 4,030 31,119
Re/Max International, Inc. Englewood, CO Furniture Sep-92 25,462 10,615 36,077
Red Bank Volvo, Inc. Shrewsbury, NJ Automotive Feb-97 0 42,070 42,070
Red Bug Cleaners Winter Springs, FL Manufacturing &
Production Mar-92 0 58,238 58,238
Redwood Medical Offices Crescent City, CA Medical Mar-92 0 25,997 25,997
Reino Linen Service, Inc. Gibsonburg, PA Manufacturing &
Production Oct-91 0 759,040 759,040
Reino Linen Service, Inc. Gibsonburg, OH Material Handling Dec-92 0 34,022 34,022
Reiter And Perkes, MD Medford, NY Medical Dec-91 0 282,435 282,435
Restaurant Management
Nw Inc. Portland, OR Restaurant Jun-95 0 373,379 373,379
RLL Miami, FL Manufacturing &
Production Mar-92 0 110,112 110,112
Rmc Environmental Service Spring City, PA Computers Mar-92 0 27,592 27,592
Robert M. Jones Laguna Hills, CA Video Production Jun-96 0 58,497 58,497
Roberts, J.N., MD Boaz, AL Medical Mar-92 0 27,787 27,787
Rockwood Clinic, P.S. Spokane, WA Medical Dec-91 1,120,875 280,122 1,400,997
Roger Colby Cortez, FL Manufacturing &
Production Mar-92 0 111,697 111,697
Rogers, Gene W., MD Sonora, TX Medical Mar-92 0 25,821 25,821
Rose Casual Dining, Inc. Newtown, PA Restaurant Equipment Dec-95 0 135,403 135,403
S. Johnson And Sons, Inc. Belvidere, NJ Manufacturing &
Production Sep-93 0 77,698 77,698
S.C.W. Corporation Scituate, MA Restaurant May-94 0 27,259 27,259
S.W. FL Regional
Medical Center Fort Meyers, FL Medical Dec-91 44,580 161,521 206,102
Sage Enterprises, Inc. Des Plains, IL Computers Jun-94 0 119,252 119,252
Salinas Construction Pleasanton, TX Construction May-96 0 47,058 47,058
Salon 2000 Eden Prairie, MN Fixture Feb-96 0 37,237 37,237
Sam Houston Memorial Hospital Houston, TX Medical Dec-91 0 585,021 585,021
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 68,346 68,346
San Angelo Medical Practice San Angelo, TX Medical Mar-92 0 39,846 39,846
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 39,205 39,205
Sass, Friedman & Associates Cleveland, OH Medical Mar-92 0 48,444 48,444
Sbs Commercial Leasing Inc. Jericho, NY Computers Jan-96 0 128,369 128,369
Schooley-Steen Medical Fresno, CA Furniture Sep-92 40,167 5,899 46,065
Sharon - John Dry Cleaner Kensigton, CT Manufacturing &
Production Mar-92 0 64,410 64,410
Shift & Goldman, Inc. Somerset, NJ Computers Sep-93 0 26,738 26,738
Shin & Washinsky, MD's Las Vegas, NV Medical Mar-92 0 32,602 32,602
Siebe North, Inc. Rockford, IL Computers Jun-95 411,535 19,451 430,986
Sierra Nevada Memorial
Hospital Grass Valley, CA Medical Mar-92 0 53,349 53,349
Sign America, Inc. Richmond, OH Manufacturing &
Production Feb-97 0 28,109 28,109
Sirius Solutions San Francisco, CA Computers May-96 0 26,193 26,193
Skal Beverages East, Inc. Easton, MA Restaurant Feb-95 0 37,626 37,626
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Skolniks Bagel Bakery Springfield, PA Restaurant Mar-92 0 68,997 68,997
Snaderson Group Escondido, CA Computers Aug-96 0 34,444 34,444
Solomon Page Group Ltd. New York, NY Furniture Sep-94 0 42,697 42,697
Solom-Page Group Ltd. New York, NY Computers Feb-94 0 42,908 42,908
South Florida Family
Physician Pembroke Pines, FL Medical Mar-92 0 68,320 68,320
Southhill Company Beverly Hills, CA Fixture Dec-91 0 25,308 25,308
Springfield Tool & Dye, Inc. Springfield, NJ Printing May-92 0 26,256 26,256
St. Elizabeth Hospital, Inc. Appleton, WI Medical Mar-92 0 90,033 90,033
St. Louis Leasing Corp. Ellisville, MO Manufacturing &
Production Oct-92 0 780,181 780,181
Staples, Inc. Framingham, MA Retail Feb-94 25,041 5,124 30,165
Staples, Inc. Framingham, MA Retail Feb-94 23,547 4,657 28,204
Staples, Inc. Framingham, MA Retail Feb-94 27,258 5,577 32,835
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 25,493 4,730 30,223
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 21,250 3,789 25,040
Staples, Inc. Framingham, MA Retail Feb-94 23,546 4,652 28,198
Staples, Inc. Framingham, MA Retail Feb-94 22,895 4,248 27,142
Staples, Inc. Framingham, MA Retail Feb-94 23,612 4,262 27,874
Staples, Inc. Framingham, MA Retail Feb-94 22,075 4,517 26,591
Staples, Inc. Framingham, MA Retail Feb-94 23,329 4,609 27,938
Stater Brothers Markets Colton, CA Furniture Sep-91 0 551,203 551,203
Stater Brothers Markets Colton, CA Retail Sep-91 104,149 25,947 130,096
Stater Brothers Markets Colton, CA Sanitation Sep-91 56,680 17,839 74,519
Staubach, Co. Dallas, TX Telecommunications Jun-95 455,273 21,858 477,131
Stein-Sloan Blue Bell, PA Medical Mar-92 0 28,366 28,366
Steven B. Zelicof, MD White Plains, NY Medical Feb-96 0 57,971 57,971
Steven Braff, MD Clifton Springs, NY Medical Dec-91 95,724 165,555 261,280
Subco East, Inc. Wauwatosa, WI Restaurant Aug-96 0 60,031 60,031
Summit Cleaners Houston, TX Manufacturing &
Production Mar-92 0 131,372 131,372
Summit Health Inc. Fort Worth, TX Computers Sep-95 0 55,952 55,952
Sun Presentations, Inc. Palm Springs, CA Computers Jun-92 0 25,909 25,909
Sun Presentations, Inc. Palm Springs, CA Video Production Nov-92 0 68,903 68,903
Sunset Screening Room Los Angeles, CA Video Production Jun-95 0 31,136 31,136
Super Miami Ltd Concord, CA Fixture Jun-92 0 104,162 104,162
Svogun, John A., MD Norwalk, CT Medical Mar-92 0 31,203 31,203
Sweet Potato Pie, Inc. Hawthorne, NJ Manufacturing &
Production Oct-93 0 26,055 26,055
Synder Machine Co. Somerville, NJ Manufacturing &
Production Feb-97 0 34,385 34,385
System Fuels Inc. New Orleans, LA Manufacturing &
Production Dec-95 0 2,648,916 2,648,916
T & L Creative Salads, Inc. Brooklyn, NY Computers Jan-95 0 27,307 27,307
T.B.G. of Little Neck, Inc. Whitestone, NY Restaurant Oct-94 0 312,000 312,000
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Tender Touch Dry Cleaners Winter Haven, FL Manufacturing &
Production Mar-92 0 61,819 61,819
The Beach House Laguna Beach, CA Retail Feb-97 0 41,446 41,446
The Breakers Dba, Claddagh New Smyrna Bch., FL Retail Feb-97 0 27,933 27,933
The Coin Laundry Grayson, GA Manufacturing &
Production Mar-92 0 99,672 99,672
The Foxboro Company Foxboro, MA Fixture Sep-95 117,682 12,711 130,393
The Foxboro Company Foxboro, MA Computers Sep-95 814,341 87,452 901,793
The Foxboro Company Foxboro, MA Manufacturing &
Production Sep-95 944,934 84,060 1,028,995
The Foxboro Company Foxboro, MA Furniture Jan-96 26,942 2,480 29,421
The Foxboro Company Foxboro, MA Fixture Jan-96 286,844 27,311 314,154
The Foxboro Company Foxboro, MA Manufacturing &
Production Jan-96 1,018,693 86,626 1,105,319
The Foxboro Company Foxboro, MA Computers Jan-96 1,388,929 133,331 1,522,260
The Gar Wood Restaurant Carnelian Bay, CA Retail Feb-97 0 53,928 53,928
The Imaging Bureau
Ltd, Inc. Arlington, TX Printing Mar-97 0 50,151 50,151
The Mountain Corp. Marlborough, NH Computers Nov-95 0 26,299 26,299
The Printing Post Orange, CA Printing Sep-96 0 34,787 34,787
Thompson Medical Specialists Lenoir, NC Medical Mar-92 0 37,859 37,859
Triangle Eye Institute Bakersfield, CA Computers Jul-95 0 25,280 25,280
TSC Funding, Inc. S.Burlington, VT Computers Feb-97 0 44,158 44,158
Tuckers Square Laundry Atlanta, GA Manufacturing &
Production Mar-92 0 84,476 84,476
Tuttle Bowling
Enterprises Inc. Scotia, NY Restaurant Equipment Mar-96 0 40,560 40,560
Twin Cities Hospital Niceville, FL Medical Dec-91 0 154,751 154,751
Ultimate Cleaners Tempe, AZ Manufacturing &
Production Mar-92 0 48,143 48,143
United Communications
Center Los Alamitos, CA Medical Mar-92 0 35,534 35,534
United Consumers Club Tacoma, WA Telecommunications Feb-97 0 53,548 53,548
Us Airways, Inc. Arlington, VA Aircraft 35582 3,200,000 3,619,250 6,819,250
Usindo Corporation Pasadena, CA Computers Feb-97 0 29,365 29,365
USX Corp. Pittsburgh, PA Mining Dec-91 5,952,703 1,205,308 7,158,011
Ventura Toyota Ventura, CA Computers Sep-92 30,105 2,958 33,064
Victoria Cleaners Ocala, FL Manufacturing &
Production Mar-92 0 47,599 47,599
Video Eye Houston, TX Video Production Sep-96 0 49,335 49,335
Video Tape Magazines, Inc. Sun Valley, CA Telecommunications Oct-93 0 27,247 27,247
Vihlene & Associates Laguna Hills, CA Computers Jun-96 0 56,746 56,746
Visiting Nurse Association Carmichael, CA Telecommunications Mar-92 0 143,943 143,943
Watkins-Johnson Company Palo Alto, CA Telecommunications Mar-92 0 373,874 373,874
Watkins-Johnson Company Palo Alto, CA Telecommunications Mar-92 0 26,650 26,650
Wayfield Foods, Inc. Atlanta, GA Retail Sep-92 70,367 9,359 79,726
Wayfield Foods, Inc. Atlanta, GA Retail Sep-92 64,377 9,769 74,146
Weir Partners Rancho Santa, CA Restaurant Mar-94 0 365,000 365,000
Western Mailing Service Las Vegas, NV Printing Sep-92 37,970 4,552 42,522
Westgate Cleaners Spring City, PA Manufacturing &
Production Mar-92 0 85,984 85,984
Westlight Los Angeles, CA Computers Nov-91 0 27,771 27,771
Wheaton Body Shop, Inc. Wheaton, MD Automotive Sep-96 0 36,946 36,946
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series D at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- ------------------------------- ---------------- ------------------- --------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Wilkinson, Maurice G., MD Shiner, TX Medical Mar-92 0 30,692 30,692
Windy City Bagels, Inc. Clinton, NY Restaurant Jun-94 0 138,653 138,653
Windy City Bagels, Inc. Clinton, NY Restaurant Jun-94 0 160,277 160,277
Wright Way Sales Longwood, FL Telecommunications Jun-96 0 40,486 40,486
Young Dry Cleaner N. Dartmouth, MA Manufacturing &
Production Mar-92 0 130,601 130,601
Young, Walter Russell, MD Waldron, AZ Medical Mar-92 0 60,625 60,625
Zan Productions, Inc. New York, NY Manufacturing &
Production Feb-97 0 33,899 33,899
Zisman, Frank &
Katerina, O.D. Hercules, CA Medical Mar-92 0 40,182 40,182
Total Equipment transactions less than $25,000 2,738,306 3,036,059 5,774,365
------------ ----------- ------------
$55,577,669 $81,733,088 $137,310,757
=========== =========== ============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series D at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------------ -------------------- -------------------- -------------------
<S> <C> <C> <C>
Manufacturing & Production $11,705,515 $427,519 $12,133,034
Computer Systems 10,785,302 437,728 11,223,030
Aircraft 6,819,250 983,333 7,802,583
Restaurant Equipment 918,303 365,064 1,283,367
Office Furniture&Fixtures 1,115,864 122,396 1,238,260
Telecommunications 377,395 137,493 514,888
Medical 313,474 33,986 347,460
Printing 21,397 87,342 108,739
Automotive 42,071 49,711 91,782
Video Production 0 79,414 79,414
Retail Systems 56,926 11,661 68,587
Office Equipment 31,106 0 31,106
Agriculture 0 19,492 19,492
Audio 0 18,399 18,399
Sanitation 0 10,114 10,114
Photography 8,102 0 8,102
-------------------- -------------------- -------------------
$32,194,705 $2,783,652 $34,978,357
==================== ==================== ===================
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
19 March Street, Inc. Stamford, CT Furniture Mar-93 $0 $47,942 $47,942
21-42 Meat Food Corp Dba Super Whitestone, NY Retail Feb-98 0 42,927 42,927
2Xtreme Performance
International, Llc Addison, TX Telecommunications Sep-97 0 53,170 53,170
301 BP Service Station Fayetteville, NC Automotive Nov-92 0 30,129 30,129
4 Star Laundry & Supply, Inc. Plattsmouth, NE Manufacturing &
Production Nov-92 0 31,043 31,043
4-Guys Supermarket Paterson, NJ Fixture Sep-96 0 29,433 29,433
8803 Castle Caterers, Inc. Brooklyn, NY Retail Nov-96 0 30,364 30,364
A & E Clothing Contractor Brooklyn, NY Manufacturing &
Production Nov-97 0 27,147 27,147
A & S Rental Tifton, GA Computers Nov-92 0 30,183 30,183
A & V Photo Lab Dba Mvm
Enterprises, Inc. Fresno, CA Photo Sep-97 0 25,832 25,832
A. I. Leasing Inc. Herndon, VA Aircraft Aug-96 0 5,690,161 5,690,161
Aaa Ansafone Answering Service Santa Ana, CA Manufacturing &
Production Aug-95 0 25,804 25,804
AATW, Inc. Oakland, CA Material Handling Aug-93 0 31,375 31,375
Abco Oil Corp. Montgomery, PA Computers Dec-97 0 53,764 53,764
Abel Hosiery, Inc. Fort Payne, AL Manufacturing &
Production Sep-97 0 38,316 38,316
Abington Obstetrical Windsor, CT Medical Mar-93 0 49,501 49,501
Able Pallet Mfg Hilliard, OH Manufacturing &
Production Dec-92 23,518 2,217 25,735
Accent Improvement, Inc. Fargo, ND Fixture Dec-96 0 36,089 36,089
Access Medical Imaging, Inc. Beverly Hills, CA Medical Sep-97 0 77,601 77,601
Accutrac Recovery Systems, Inc Memphis, TN Computers Feb-98 0 29,925 29,925
Ace Tree Movers, Inc. Gaithersburg, MD Transportation Mar-93 0 29,412 29,412
Action Technologies, Inc. Alameda, CA Computers Dec-92 0 66,976 66,976
Action Technologies, Inc. Alameda, CA Computers Apr-93 0 71,102 71,102
Addison Tool Inc Oxford, MI Computers Aug-95 0 36,504 36,504
Adriano - T Co. Los Angeles, CA Manufacturing &
Production Dec-97 0 55,252 55,252
Advance Presort Service Inc Chicago, IL Office Equipment May-93 0 235,358 235,358
Advance Presort Service Inc Chicago, IL Retail May-93 0 101,761 101,761
Advanced Precision Newbury, MA Manufacturing &
Production Mar-93 0 38,297 38,297
Advanced Research Concepts, Inc. Simi Valley, CA Sanitation Nov-92 0 33,493 33,493
Advantage Kbs Inc. Edison, NJ Computers Aug-95 0 27,195 27,195
Adventure Sportswear, Inc. Doraville, GA Manufacturing &
Production Nov-92 0 30,174 30,174
Advertising Specialty Co. Reno, NV Printing Sep-96 0 52,559 52,559
Advo System, Inc. Windsor, CT Telecommunications May-93 0 77,530 77,530
Advo System, Inc. Hartford, CT Telecommunications May-93 0 68,167 68,167
Advo System, Inc. Windsor, CT Telecommunications Jan-95 0 43,466 43,466
A-Grocery Warehouse Los Angeles, CA Fixture Aug-96 0 46,867 46,867
Air Show, Inc. Springfield, VA Computerss Jan-97 0 44,420 44,420
Alaska Airlines, Inc. Seattle, WA Transportation Oct-94 16,808,912 4,778,717 21,587,628
Albert & Dolores Gaynor Menlo Park, CA Computers Feb-96 0 40,739 40,739
Albert Kemperle Inc. Valley Stream, NY Manufacturing &
Production Aug-95 0 29,726 29,726
Alfa Color, Inc. Gardena, CA Computers Oct-97 0 33,293 33,293
Alfa Color, Inc. Gardena, CA Computers Nov-97 0 48,516 48,516
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
All New Remodeling Inc. Yonkers, NY Computers Feb-98 0 35,157 35,157
Allentuck Printing & Graphics Gaithersburg, MD Printing Jan-98 0 76,451 76,451
Alliance Business Center New York, NY Office Equipment Mar-97 0 44,000 44,000
Allied Sporting Goods, Inc. Louisville, KY Fixture Sep-97 0 25,670 25,670
Alpha Music Productions Lenexa, KS Computers Nov-92 0 27,166 27,166
Alpine Pictures, Inc. Van Nuys, CA Printing Sep-96 0 55,473 55,473
Alternate Curcuit Technology Ward Hill, MA Manufacturing &
Production Aug-93 0 529,545 529,545
Alves Precision Engineered Watertown, CT Manufacturing &
Production Mar-93 0 41,366 41,366
AMCA International Newington, CT Telecommunications May-93 0 31,308 31,308
American Bingo Dba American Inc. Sumter, SC Fixture Oct-97 0 47,077 47,077
American Deburring Dba Afab Irvine, CA Manufacturing &
Production May-95 0 29,755 29,755
American Energy Services, Inc. Houston, TX Telecommunications Nov-92 0 30,824 30,824
American Red Cross Hartford Farmington, CT Telecommunications Mar-93 0 25,138 25,138
American Rest Group Newport Beach, CA Restaurant Mar-94 0 652,404 652,404
American Rest Group Newport Beach, CA Retail Mar-94 0 31,606 31,606
American Rest Group Newport Beach, CA Restaurant Mar-94 0 526,016 526,016
American T-Shirts Mesquite, TX Computers Nov-92 0 30,502 30,502
AMI Resort Telecommunications San Clemente, CA Fixture Nov-92 0 31,847 31,847
Amodeo Petti & Flatiron New York, NY Computers Aug-95 0 39,169 39,169
Anderson Film Industries Universal City, CA Video Production Jul-96 0 31,600 31,600
Anderson Glass Co. Inc. Columbus, OH Manufacturing &
Production Aug-95 0 26,645 26,645
Anthony V. Cillis, Dvm Yorktown Heights, NY Medical Aug-96 0 35,816 35,816
Anthony Vasselli Md PC Princeton, NJ Medical Aug-95 0 26,143 26,143
Anthony's Auto Body, Inc. Bridgeport, CT Telecommunications Mar-93 0 26,661 26,661
Anton's Airfood Of Bakersfield Bakersfield, CA Restaurant Nov-92 0 26,994 26,994
Ap Parts Manufacturing Goldsboro, NC Furniture Aug-96 0 101,538 101,538
Apec Display Inc. Clifton, NJ Manufacturing &
Production Aug-95 0 35,567 35,567
Applause Management, Inc. Little Falls, NJ Computers Nov-92 0 25,588 25,588
Appleray, Inc. Longwood, FL Restaurant Oct-97 0 74,429 74,429
Apt Advertising,Inc. Farmingdale, NY Fixture Dec-97 0 48,230 48,230
Aqualon Incorporated Louisiana, MO Environmental Feb-93 0 25,243 25,243
Arby's Gainesville, FL Fixture Nov-92 0 28,892 28,892
Arden Nursing Home Inc Hamden, CT Telecommunications May-93 0 29,232 29,232
ARG Enterprises Newport Beach, CA Restaurant Jul-94 0 436,451 436,451
Arianne Productions Corp. Clearwater, FL Audio Equipment Jan-96 0 48,014 48,014
Arnold Foradory Landscaping Austin, TX Material Handling Sep-97 0 31,164 31,164
Ars Enterprises, Inc. Alsip, IL Audio Nov-96 0 27,966 27,966
Art Leather Manufacturing Co. Elmhurst, NY Manufacturing &
Production Nov-97 0 51,031 51,031
Artistry Presentations Mattapoisett, MA Computerss Oct-96 0 27,630 27,630
A'S Match Dye Co., Inc. Compton, CA Manufacturing &
Production Oct-97 0 45,601 45,601
Asbestos Transportation Moncks Conrner, SC Transportation Mar-93 0 27,697 27,697
Ashland Machine Company Ashland, VA Manufacturing &
Production Jan-98 0 79,287 79,287
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Associated Detailers Brandon, MS Computers Aug-96 0 50,126 50,126
Atex Knitting Mills Inc. Ridgewood, NY Manufacturing &
Production Aug-95 0 31,120 31,120
Athena Healthcare Assoc. Inc. Southington, CT Computers Feb-98 0 38,219 38,219
Athens Obstetrics Windsor, CT Medical Mar-93 0 48,302 48,302
Atlantic Baking Company, Inc. Los Angeles, CA Restaurant Dec-97 0 37,669 37,669
Atlantic Coast Fulfillment, Inc. North Haven, CT Fixture Nov-97 0 45,173 45,173
Atlantic Development Arnold, MO Printing Jun-96 0 30,867 30,867
Atlantic Paste & Glue Co., Inc. Brooklyn, NY Manufacturing &
Production Nov-92 0 26,664 26,664
AU Technologies Providence, RI Manufacturing &
Production Nov-92 0 27,685 27,685
Audioforce New York, NY Telecommunications Aug-95 0 33,295 33,295
Auto Lube Express Siloam Spring, S AR Automotive Oct-97 0 37,658 37,658
Automated Building Systems, Inc. Johnson City, TN Computers Mar-93 0 35,807 35,807
Automated Component Hudson, MA Manufacturing &
Production Mar-94 0 102,089 102,089
Automated Transaction Svcs. W. Los Angele, S CA Furniture Nov-97 0 59,492 59,492
Automation, Inc. Canton, MA Telecommunications Mar-93 0 25,240 25,240
Aziz Edib Poughkeepsie, NY Fixture Dec-95 0 74,135 74,135
B & B Coffee Service, Inc. Fairfield, CT Restaurant Mar-93 0 31,923 31,923
B.M.F. Fitness Of Irving, Inc. Irving, TX Medical Nov-92 0 30,268 30,268
Baer Aggregates Inc. Phillipsburg, NJ Manufacturing &
Production Aug-95 0 30,695 30,695
Bagel Boss America Corp. Hicksville, NY Restaurant Nov-96 0 52,228 52,228
Bagel Boy, Llc So. Whitehall, PA Restaurant Dec-97 0 30,228 30,228
Bagel Chalet Inc. Commack, NY Restaurant Equipment Jan-96 0 39,003 39,003
Bagels & A Hole Lots More Bohemia, NY Restaurant Nov-97 0 57,700 57,700
Bankers Direct Mortgage Corp. W. Palm Beach, FL Computers Jan-98 0 39,045 39,045
Bank-Up Dba, J.D.B. &
Associates, Inc. San Ramon, CA Computers Oct-97 0 180,712 180,712
Baron Consulting Co. Milford, CT Medical Aug-95 0 26,444 26,444
Barton & Cooney Inc. Trenton, NJ Manufacturing &
Production Aug-95 0 27,637 27,637
Base & Base Enterprises, Inc Woodinville, WA Computerss Dec-96 0 56,380 56,380
Baskin Robbins Houston, TX Restaurant Nov-92 0 30,824 30,824
Bassetts of Ft. Lauderdale Ft Lauderdale, FL Restaurant Nov-92 0 31,822 31,822
Bauer Sign Dba, Baseline, Inc. Muskego, WI Material Handling Dec-97 0 28,410 28,410
Bay City Associates, Llc Manning, SC Fixture Sep-97 0 47,674 47,674
Bay Foods, Inc. Providence, RI Restaurant Mar-93 0 28,766 28,766
Beirut Times Los Angeles, CA Computers Oct-97 0 32,985 32,985
Bella Roma, Inc. Taunton, MA Restaurant Mar-93 0 29,291 29,291
Berol Corp. Brentwood, TN Telecommunications May-93 0 25,651 25,651
Besser Company Alpena, MI Computers Aug-94 0 47,498 47,498
Besser Company Alpena, MI Computers Feb-94 506,779 48,903 555,682
Best Approach Publications Chandler, AZ Printing Oct-97 0 54,998 54,998
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 41,386 41,386
Best Brew, Inc. Elk Grove Villa, IL Restaurant Mar-93 0 40,221 40,221
Bethlehem Baptist Church Fairfax, VA Retail Mar-93 0 32,348 32,348
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Beverly Hills Studio, Inc. Santa Monica, CA Video Production Jan-97 0 44,233 44,233
Big "O" Tires Valencia, CA Computers Sep-97 0 51,947 51,947
Big Star of Many, Inc. Many, LA Retail Feb-93 0 70,442 70,442
Biocontrol Technology, Inc. Pittsburgh, PA Computers Jan-98 0 48,895 48,895
Black Canyon Surveying, Inc. Phoenix, AZ Manufacturing &
Production Dec-97 0 51,828 51,828
Bless Your Hearts Dba, Hopeth Midland, TX Restaurant Dec-97 0 19,351 19,351
Blimpie of Cornwell Cromwell, CT Restaurant Nov-92 0 30,093 30,093
Blue Cross & Blue Shield Of CT North Haven, CT Telecommunications May-93 0 93,286 93,286
Blue Cross & Blue Shield Of CT North Haven, CT Telecommunications May-93 0 362,317 362,317
Blue Cross & Blue Shield Of CT North Haven, CT Computers May-93 0 25,020 25,020
Blue Cross & Blue Shield Of CT North Haven, CT Telecommunications May-93 0 92,259 92,259
Blue Cross & Blue Shield Of CT North Haven, CT Telecommunications May-93 0 242,250 242,250
Blue Cross & Blue Shield Of CT North Haven, CT Telecommunications May-93 0 38,924 38,924
Blue Grass Business Service Lexington, KY Office Equipment May-93 0 263,303 263,303
Blume USA Auto Sales, Inc. Pearland, TX Manufacturing &
Production Nov-92 0 25,908 25,908
Bml Productions Inc. Raritan, NJ Retail Oct-95 0 37,173 37,173
Bob's Cleaner Santa Ana, CA Manufacturing &
Production Nov-92 0 30,824 30,824
Bodine Corp. Bridgeport, CT Telecommunications May-93 0 60,751 60,751
Bolkema Fuel Company Inc. Wyckoff, NJ Computers Sep-97 0 54,797 54,797
Boozer Lumber Co., Inc. Columbia, SC Computers Mar-93 0 27,382 27,382
Borealis Corp. Carson City, NV Computerss Jun-96 0 52,031 52,031
Borealis Incorporated Ottertail, MN Manufacturing &
Production Dec-97 0 37,017 37,017
Boston Pie, Inc. Melrose, MA Restaurant Apr-93 0 26,916 26,916
Bowling, Inc. Jackson, MS Fixture Mar-93 0 45,109 45,109
Boxley Enterprises, Inc. Oviedo, FL Restaurant Aug-94 0 27,415 27,415
Bradley Memorial Southington, CT Telecommunications May-93 0 69,398 69,398
Brainard Pig, Inc. Fremont, NE Fixture Feb-98 0 54,296 54,296
Brandt Farms Versailles, OH Fixture Oct-96 0 56,207 56,207
Branford Hall Career Institute Branford, CT Furniture Dec-97 0 36,416 36,416
Brazos Valley Sand & Gravel, Inc. Cameron, TX Construction Oct-97 0 32,171 32,171
Breaktime Refreshments, Ltd. West Babylon, NY Fixture Feb-98 0 47,758 47,758
Breckenridge Food Systems Inc. Rancho Santa
Maria, CA Restaurant Equipment Sep-95 0 241,206 241,206
Brenlar Investments, Inc. Novato, CA Furniture Oct-94 0 840,320 840,320
Brewskis Gaslamp Pub, Inc. San Diego, CA Furniture Nov-92 0 30,359 30,359
Bridgeport Machines Bridgeport, CT Telecommunications May-93 0 32,411 32,411
Bridgeport Metal Goods Bridgeport, CT Fixture Mar-93 0 52,425 52,425
Bristol Babcock Inc. Watertown, CT Telecommunications May-93 0 82,427 82,427
Bristol Babcock Inc. Watertown, CT Telecommunications Dec-95 0 42,646 42,646
Bronx Harbor Healthcare Bronx, NY Computers Sep-96 0 46,775 46,775
Buckeye Pressure Washes Cambridge, OH Manufacturing &
Production Nov-92 0 30,538 30,538
Burch Trash Service, Inc. Capital Heights, MD Transportation Mar-93 0 41,489 41,489
Burger King Naples, FL Fixture Nov-92 0 31,751 31,751
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Burgess Marketing, Inc. Waco, TX Manufacturing &
Production Oct-97 0 28,195 28,195
Business Office Systems & Service Peterborough, NH Furniture Nov-92 0 29,913 29,913
Business Television Washington, DC Video Production Apr-93 0 28,754 28,754
C & B Cleaning Fairfax, VA Sanitation Nov-92 0 30,824 30,824
C & C Duplicators Inc. Bohemia, NY Manufacturing &
Production Jan-96 0 37,799 37,799
C & C Skate, Inc. Kissimee, FL Restaurant Jul-96 0 27,316 27,316
C & J Contracting, Inc. Campbell, CA Manufacturing &
Production Jun-94 30,444 3,105 33,549
C H Dexter Windsor Locks, CT Computers May-93 0 68,086 68,086
Caa Marketing Inc. Westmont, IL Manufacturing &
Production Aug-95 0 31,397 31,397
Cable Usa, Inc. Scottbluff, NE Telecommunications Nov-97 0 48,749 48,749
Cad Scan Reprographic Vacaville, CA Computerss Dec-96 0 29,584 29,584
Cafe Chardonnay, Inc. Palm Beach Garden,
FL Restaurant Dec-92 0 150,231 150,231
Cain's Drain & Plumbing Co., Inc. Newport News, VA Fixture Dec-93 0 25,948 25,948
Calico Welding Supply Co. Texas City, TX Manufacturing &
Production Feb-98 0 34,508 34,508
California School Furnishings Fresno, CA Telecommunications Feb-96 0 51,659 51,659
Callen Photo Mount Corp. Jersey City, NJ Manufacturing &
Production Oct-97 0 81,854 81,854
Camellia Color Corp. Sacramento, CA Computers May-96 0 40,576 40,576
Cape Fear Supply Co., Inc. Fayetteville, NC Computers Mar-93 0 50,808 50,808
Capital Home Mortgage Miami, FL Computers Aug-96 0 28,253 28,253
Career & Eductn Consult New York, NY Computers Jul-96 0 51,027 51,027
Caregivers Home Health Montgomery, AL Computers May-93 0 29,142 29,142
Cargill Investor Services, Inc. Chicago, IL Computers Mar-93 0 56,109 56,109
Carolina Amusement Columbia, SC Fixture Dec-97 0 48,889 48,889
Carolina Mold Works, Llc Fletcher, NC Manufacturing &
Production Dec-96 0 54,484 54,484
Carolina Truss & Manufacturing Monroe, NC Computers Mar-93 0 32,415 32,415
Carolina Volkswagen Charlotte, NC Automotive Dec-97 0 31,878 31,878
Casa Ole Dba, Subway & Cay Chris Wichita Falls, TX Restaurant Nov-97 0 55,167 55,167
Catalog Media Corp. Memphis, TN Computers Nov-92 0 30,705 30,705
Cavalleria Rusticana, Inc. Miami, FL Restaurant Nov-92 0 30,180 30,180
CDI Medical Services Inc. Bloomfield, CT Computers May-93 0 30,494 30,494
Centennial Printing King Of Prussia, PA Computers Mar-93 0 44,207 44,207
Center For Continuing Care Stamford, CT Telecommunications Mar-93 0 27,468 27,468
Centocor Malvern, PA Computers May-96 0 361,672 361,672
Centocor, Inc. Melvern, PA Medical Mar-94 0 557,191 557,191
Centra Collison, Inc. Long Island City, NY Automotive Mar-93 0 29,122 29,122
Century Consulting Group, Inc. Kennesaw, GA Computers Nov-97 0 47,697 47,697
Cercom, Inc. Vista, CA Manufacturing &
Production Sep-97 0 49,492 49,492
Champions Pure Fitness, Inc. Fayetteville, NY Medical Nov-92 0 29,217 29,217
Charten, Inc. Southbury, CT Restaurant Mar-93 0 36,934 36,934
Chase Collections Ltd. Fall River, MA Manufacturing &
Production Mar-93 0 25,128 25,128
Chattanooga Men'S Medical Roswell, GA Medical Sep-96 0 54,751 54,751
Chef's Requested Foods, Inc. Oklahoma City, OK Restaurant Mar-93 0 35,449 35,449
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixture Jan-97 0 132,301 132,301
Chestnut Mart Of Bloomingburg Bloomingburg, NY Fixture Feb-97 0 63,900 63,900
Chicago Food Corp. Chicago, IL Manufacturing &
Production Nov-92 0 25,728 25,728
Chinnici & Associates New York, NY Computerss Apr-96 0 39,515 39,515
Choice-Professional Overnight New Orleans, LA Copiers Jan-98 0 41,360 41,360
Christopher Productions &
Entertainment Los Angeles, CA Video Prodroduction Sep-97 0 33,006 33,006
Circuitboard Fabrications Co. Waltham, MA Manufacturing &
Production Jan-97 0 51,561 51,561
CIS Corporation Washington, DC Telecommunications Nov-96 0 1,142,103 1,142,103
City of West Haven West Haven, CT Telecommunications Mar-93 0 37,611 37,611
City of West Haven West Haven, CT Telecommunications Mar-93 0 26,365 26,365
Clarklift Of Orlando, Inc. Orlando, FL Computerss Jan-97 0 28,326 28,326
Clarklift Of Orlando, Inc. Orlando, FL Office Equipmnt Feb-98 0 40,189 40,189
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 42,058 42,058
Clearwater Health Club Clearwater Beach, FL Medical Mar-93 0 35,565 35,565
Clement's Supermarket, Inc. Chauvin, LA Retail Mar-93 0 66,711 66,711
Cliquer'S Vernon Corp. Mt. Vernon, NY Telecommunications Nov-97 0 55,082 55,082
Clonetics Corporation San Diego, CA Computers Apr-93 0 29,198 29,198
Club 2520 Tucson, AZ Video Production Nov-92 0 30,176 30,176
Cm Clark Enterprises, Inc. Bernardsville, NJ Furniture Jun-95 0 27,551 27,551
Cnc Machining Service Visalla, CA Manufacturing &
Production Aug-96 0 40,159 40,159
Cnc Systems, Inc. Kennebunk, ME Computers Mar-93 0 27,552 27,552
Coastal Carting, Ltd., Inc. Hollywood, FL Fixture Aug-97 0 25,291 25,291
Coastal Septic Sharpes, FL Transportation Mar-93 0 36,493 36,493
Coburn & Meredith Inc. Hartford, CT Telecommunications May-93 0 27,879 27,879
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 49,936 49,936
Coffee Time, Inc. Anaheim, CA Restaurant Mar-93 0 28,256 28,256
Coldwell Banker Apex Realtors Rowlett, TX Furniture Dec-97 0 42,955 42,955
Cole River Transportatiomn Llc Winstead, CT Construction Feb-98 0 29,753 29,753
Color Masters Digital Imaging Little Rock, AK Manufacturing &
Production Nov-97 0 45,076 45,076
Color Xl, Inc. Middleton, WI Printing Nov-97 0 53,929 53,929
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,872 43,872
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,932 43,932
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 38,225 38,225
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 45,436 45,436
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 41,342 41,342
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 57,433 57,433
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 60,818 60,818
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 43,266 43,266
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 75,268 75,268
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 39,471 39,471
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 87,592 87,592
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 42,117 42,117
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 41,562 41,562
Colorado Prime Corp. Farmingdale, NY Telecommunications Nov-92 0 91,474 91,474
Colour Impressions Anaheim, CA Printing Dec-92 30,529 2,903 33,432
Columbia Services Group, Inc. Arlington, VA Fixture Nov-92 0 32,543 32,543
Commercial Brick Corp. Maspeth, NY Construction Oct-97 0 76,340 76,340
Commonwealth Associates New York, NY Telecommunications Sep-97 0 105,616 105,616
Community Health Center Inc Middletown, CT Telecommunications May-93 0 32,205 32,205
Community Health Service, Inc. Hartford, CT Telecommunications Mar-93 0 29,344 29,344
Complete Tool & Grinding Inc. Minneapolis, MN Manufacturing &
Production Feb-96 0 28,720 28,720
Comprehensive Id Products Burlington, MA Furniture Jun-96 0 51,484 51,484
Computer Science Resources, Inc. Williamsport, PA Telecommunications Sep-97 0 75,298 75,298
Comtec Computer Services, Inc. Houston, TX Computers Mar-93 0 27,306 27,306
Concord Teacakes Excetra Inc. Concord, MA Fixture Mar-96 0 55,768 55,768
Conn Medical Adjustment East Hartford, CT Telecommunications May-93 0 25,602 25,602
Connecticut College New London, CT Telecommunications May-93 0 2,211,435 2,211,435
Connecticut College New London, CT Telecommunications May-93 0 223,296 223,296
Connecticut College New London, CT Telecommunications May-93 0 81,898 81,898
Connecticut College New London, CT Telecommunications May-93 0 97,710 97,710
Connecticut State Newington, CT Telecommunications May-93 0 64,744 64,744
Connecticut Water Company East Windsor, CT Telecommunications May-93 0 46,084 46,084
Connecticut Yankee Atomic Hartford, CT Telecommunications May-93 0 304,754 304,754
Consolidated Fitness Enterprises Bedford, TX Manufacturing &
Production Nov-92 0 30,485 30,485
Consolidated Waste Industries North Haven, CT Material Handling Mar-93 0 61,323 61,323
Consolidated Waste Industries N.E. Washington, DC Transportation Mar-93 0 66,455 66,455
Constantine G. Scrivanos Atklnson, NH Restaurant Mar-93 0 29,182 29,182
Contento & Kaplan Optomet Bronx, NY Medical Aug-95 0 26,327 26,327
Continental Airlines, Inc. Houston, TX Aircraft Dec-96 0 702,508 702,508
Continental Coin Processors Buffalo, NY Manufacturing &
Production Feb-96 0 52,320 52,320
Continental Contractors Audubon, PA Material Handling Mar-93 0 32,128 32,128
Convalescent Center Of
Bloomfield Bloomfield, CT Medical May-93 0 30,761 30,761
Convention Express Inc. Ocean City, NJ Computers Feb-98 0 73,997 73,997
Core Group Ltd. Boston, MA Video Prodroduction Feb-98 0 45,566 45,566
Corporate Health New Haven, CT Telecommunications May-93 0 40,114 40,114
Corral Associates Rochester, NY Telecommunications May-96 0 53,461 53,461
Cosmopolitan Medical
Communications Phoenix, AZ Computers Oct-97 0 44,665 44,665
Costello Lomasney & Denapoli Manchester, NH Computers Mar-93 0 29,771 29,771
Country Club Liquors Largo, FL Restaurant Nov-92 0 26,942 26,942
Countryside Manor, Inc. Bristol, CT Telecommunications Mar-93 0 26,257 26,257
Covalent Systems Corp. Fremont, CA Computers Mar-93 0 27,216 27,216
Craftsman Auto Body Sterling, VA Computers Aug-95 0 33,202 33,202
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Creative Entertainment Group Los Angeles, CA Video Prodroduction Nov-97 0 61,777 61,777
Creative Sound Productions Houston, TX Audio May-96 0 37,940 37,940
Creative Vision Graphics Marina Del Ray, CA Printing May-95 0 33,037 33,037
Crs Design, Inc. New York, NY Computers Sep-97 0 26,032 26,032
Crystal Clear Design Dba, R.Baker Patterson, NJ Computers Nov-97 0 55,021 55,021
Csk Auto Inc Phoenix, AZ Other Mar-98 0 696,718 696,718
CT Junior Rebulic Assoc. Litchfield, CT Telecommunications Mar-93 0 26,061 26,061
CT Transit/HNS Management Hartford, CT Transportation May-93 0 44,728 44,728
C-Town Jersey City, NJ Retail Dec-96 0 28,658 28,658
Cumberland Capital Dba The
Mcintyre Llc Brentwood, TN Telecommunications Oct-97 0 31,498 31,498
Cunningham Assoc. Mission Viejo, CA Audio Oct-97 0 63,534 63,534
Curagen Corp. New Haven, CT Computers Aug-97 0 69,436 69,436
Custom Paint & Body Moncks Corner, SC Automotive Jan-97 0 33,354 33,354
Custom Print, Inc. Pleasanton, CA Computers Mar-93 0 29,993 29,993
D & B Computing Wilton, CT Telecommunications May-93 0 132,764 132,764
D & L Offset Lithography Co.,
Inc. New York, NY Printing Oct-97 0 52,873 52,873
D & M Contractors, Inc. Suwanee, GA Construction Dec-96 0 53,441 53,441
D & V Sound San Jose, CA Audio Aug-96 0 39,778 39,778
D B Basics, Inc. Raleigh, NC Computers Dec-97 0 41,900 41,900
D' La Colmena Mexican Food Watsonville, CA Restaurant Nov-92 0 28,211 28,211
D.A.O.R. Security, Inc. Bronx, NY Telecommunications Sep-97 0 28,025 28,025
D2 Entertainment Corp. Rosemead, CA Audio Nov-96 0 59,239 59,239
Dal Baffo Menlo Park, CA Restaurant Jan-97 0 53,520 53,520
Dallas Recording Co., Inc. Denton, TX Audio Nov-92 0 27,036 27,036
Dallo & Co. National City, CA Fixture Aug-96 0 81,278 81,278
Danbury Eye Physicians Danbury, CT Telecommunications Mar-93 0 25,267 25,267
Danbury Printing & Litho Danbury, CT Telecommunications May-93 0 69,330 69,330
Danville Ob/Gyn Assoc. Windsor, CT Medical Mar-93 0 41,481 41,481
Dark House Comics, Inc. Milwaukie, OR Manufacturing &
Production May-94 57,129 6,362 63,492
Data Works Glen Avon, CA Printing Nov-92 0 27,068 27,068
Datahr Rehabilitation Brookfield, CT Telecommunications Mar-93 0 27,960 27,960
David A. Grossman DDA Baldwin, NY Medical Aug-95 0 86,381 86,381
David A. Kamlet, MD New York, NY Medical Aug-95 0 27,479 27,479
Debra L. Bowers, Dds Largo, FL Medical Sep-96 0 55,750 55,750
Deburr Company Inc. Plantsville, CT Manufacturing &
Production May-95 0 34,928 34,928
Decarlo & Doll Inc. Hamden, CT Telecommunications May-93 0 25,611 25,611
Deitsch Plastic Co. Inc. West Haven, CT Telecommunications May-93 0 32,671 32,671
Dejean Construction Co. Texas City, TX Computers Apr-95 0 36,633 36,633
Del Taco Laguna Hills, CA Restaurant Apr-96 0 492,266 492,266
Del Taco Laguna Hills, CA Restaurant Apr-96 0 459,026 459,026
Delta Video Duplicating Anaheim, CA Video Production Nov-92 0 30,301 30,301
Delta Video, Inc. Anaheim, CA Video Production May-94 0 43,569 43,569
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Delta Video, Inc. Anaheim, CA Audio Sep-97 0 27,595 27,595
Denville Bagel Baking Denville, NJ Restaurant Nov-92 0 25,863 25,863
Detroit Osteopathic Hospital Southfield, MI Medical Mar-93 0 47,853 47,853
Digital Computing System, Inc. Bryan, TX Furniture Mar-93 0 39,735 39,735
Digital Operations Technical New York, NY Computers Mar-93 0 41,797 41,797
Dillon Video Production Ocala, FL Video Production Apr-93 0 28,363 28,363
Dino's Dallas, TX Agriculture Nov-92 0 31,460 31,460
Discovery Research Group Salt Lake City, UT Copiers Nov-92 0 25,820 25,820
Distrib. Svcs. Of Atlanta,Inc Hapeville, GA Fixture Nov-96 0 29,892 29,892
Distribution Svcs Of Atlnta Hopeville, GA Fixture Sep-96 0 34,488 34,488
Diversified Business Svcs., Inc. Newport Beach, CA Telecommunications Nov-97 0 31,019 31,019
Do Net Inc. Dayton, OH Computers Sep-97 0 29,221 29,221
Donald L. Eger Jr., Inc. Cincinnati, OH Computers May-94 27,791 2,788 30,579
Double Day, Inc. Grand Island, NY Mining Dec-97 0 558,796 558,796
Douglas F. Johnson Hillsboro, TX Manufacturing &
Production Jun-94 25,853 2,848 28,701
Dralco, Inc. Weatherford, TX Manufacturing &
Production Aug-96 0 46,589 46,589
Driscoll Motors, Inc. Hartford, CT Telecommunications May-93 0 44,565 44,565
Drs. Nat-Grant Associates Windsor, CT Medical Mar-93 0 54,018 54,018
Drs. Tobin, Zwiebel & Aptman Miami, FL Telecommunications. Aug-96 0 39,334 39,334
Drummey Donuts, Inc. Norwood, MA Restaurant Mar-93 0 34,171 34,171
Dubois Growers, Inc. Boynton Beach, FL Retail Dec-96 0 29,755 29,755
Dunkin Donuts & Baskin Robbins Austin, TX Restaurant Jan-98 0 26,586 26,586
Dynaco Corp. Tempe, AZ Computers Nov-97 0 57,044 57,044
Dynatenn, Inc. Weymouth, MA Manufacturing &
Production Mar-93 0 55,208 55,208
Dynatenn, Inc. Weymouth, MA Computers Mar-93 0 55,262 55,262
E & V Bakery Dba, Morris Park Bronx, NY Restaurant Dec-97 0 66,216 66,216
Eagle Vision, Inc. Stamford, CT Video Production Jan-97 0 33,538 33,538
East Hartford Ltd. Partnership Windsor, CT Medical Mar-93 0 37,746 37,746
Easter Seal Society Hebron, CT Telecommunications Mar-93 0 27,304 27,304
Eastway Metals Cleveland Heigh, OH Manufacturing &
Production Nov-92 0 29,361 29,361
Edison Brothers Stores, Inc. St. Louis, MO Retail Jun-94 7,642,182 606,511 8,248,693
Edmond's Corner Body Shop Chesapeake, VA Automotive Nov-92 0 28,783 28,783
Edward Greenberg Nyack, NY Video Production Mar-95 0 35,848 35,848
Elderhaus Concepts, Ltd. Madison, WI Furniture Nov-96 0 39,966 39,966
Electronic Imaging Center, Inc. Boston, MA Printing Oct-97 0 31,245 31,245
Electronic Media Equip. West Bond, WI Material Handling Dec-96 0 53,542 53,542
Ellen Fitzenrider Barnwell, SC Medical Nov-92 0 27,619 27,619
Elliot'S Famous Hot Dogs Dba
First Elliot N. Chelmsford, MA Restaurant Sep-97 0 48,899 48,899
Ellman Hahn Schwartz Windsor, CT Medical Mar-93 0 39,195 39,195
Emco Sales & Service Inc North Bergen, NJ Manufacturing &
Production Aug-95 0 28,568 28,568
Emerald Studios, Inc. San Diego, CA Video Prodroduction Oct-97 0 52,446 52,446
Empac Design, Inc. Dallas, TX Printing Mar-93 0 30,984 30,984
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Empire of Orange Realtors Pomona, NY Furniture Nov-92 0 31,271 31,271
Engineers Country Club, Inc. Rosalyn Harbor, NY Medical Mar-93 0 31,210 31,210
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 29,686 29,686
Enthone Omi, Inc. West Haven, CT Telecommunications Nov-93 0 53,318 53,318
Enthone Omi, Inc. West Haven, CT Telecommunications May-93 0 34,295 34,295
Enthone Omi, Inc. West Haven, CT Telecommunications Mar-93 0 35,855 35,855
Eratex Enterprise, Inc. Los Angeles, CA Manufacturing &
Production Dec-97 0 28,769 28,769
Ernie Sandoval Enterprises Oceanside, CA Restaurant May-96 0 38,992 38,992
Ernie'S Auto Parts Dba W.E.S.
Corp. Monrovia, CA Computers Sep-97 0 29,575 29,575
Ernie'S Auto Parts Dba, W.E.S. Monrovia, CA Computers Dec-97 0 35,795 35,795
ESM/Exton, Inc. Blue Bell, PA Restaurant Dec-94 0 416,000 416,000
ETS Water & Waste Mgt. Roanoke, VA Manufacturing &
Production Jan-97 0 34,310 34,310
Eugene Shiffett Stafford, VA Transportation Mar-93 0 35,688 35,688
Evernet Education Services, Inc. Los Angeles, CA Computers May-94 24,423 3,043 27,466
Evolution Film & Tape North Hollywood, CA Video Production Jul-96 0 43,749 43,749
Ewing Farms, Inc. Smyrna, DE Transportation Mar-93 0 39,403 39,403
Excel Mortgage Corp. Grand Rapids, MI Computerss Jan-97 0 56,631 56,631
Executrain of Texas Dallas, TX Computers Apr-95 0 53,872 53,872
Extech Instruments Corp. Waltham, MA Computers Mar-93 0 34,725 34,725
Eye Care Centers San Antonio, TX Retail Dec-97 0 1,506,853 1,506,853
F.D. Mcginn, Inc. Providence, RI Material Handling Jul-96 0 44,150 44,150
Fair Auto Supply Bridgeport, CT Telecommunications Mar-93 0 32,206 32,206
Fairmont Re-Bar Fabricators, Inc. Miami, FL Computers Aug-97 0 31,791 31,791
Faith Pleases God Church Harlingen, TX Fixture Apr-95 0 30,127 30,127
Fallick Klein Partnership Houston, TX Manufacturing &
Production Apr-95 0 27,615 27,615
Family Foodservice, Inc. Ft. Pierce, FL Restaurant Sep-97 0 51,164 51,164
Fantastic Sam'S Dba Alverben
Enterprises St. Petersburg, FL Fixture Oct-97 0 27,759 27,759
Fantastic Sam'S Dba Gorski
Enterprises, Inc. Mobile, AL Fixture Sep-97 0 53,427 53,427
Farah H Vikoren, MD Windsor, CT Medical Mar-93 0 48,666 48,666
Farish Media Dba Robert Farish Kailua Kona, HI Telecommunications Aug-97 0 45,919 45,919
Farm Acquisitions Corporation Pomfret, CT Telecommunications May-93 0 52,754 52,754
Farm To Market Inc. Laguna Niguel, CA Retail Oct-96 0 55,257 55,257
Farmco, Inc. Seguin, TX Manufacturing &
Production Jul-93 0 160,202 160,202
Felecia L. Dawson Md Atlanta, GA Medical May-95 0 33,861 33,861
Fergy's Expresso Seattle, WA Restaurant Nov-92 0 32,458 32,458
Fi-Del, Inc. Bridgeville, PA Fixture Nov-97 0 49,896 49,896
Fidelity Funding Financial
Group, Inc. Dallas, TX Furniture Sep-97 0 42,052 42,052
Field's Bakery, Inc. Pleasentville, NJ Restaurant Mar-93 0 37,631 37,631
Figs West Hollywood, CA Restaurant Nov-92 0 25,400 25,400
Filterfresh Denver, Inc. Denver, CO Restaurant Mar-93 0 33,886 33,886
First Quality Health Care Chicago, IL Medical Nov-92 0 31,460 31,460
First Stop Bagel, Inc. Babylon, NY Restaurant Nov-92 0 31,460 31,460
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fiserv New Haven, Inc. Wallingford, CT Computers May-93 0 39,751 39,751
Fit Physique, Inc. Longview, WA Manufacturing &
Production Nov-92 0 34,174 34,174
Flextex Pinellas Park, FL Printing Nov-92 0 33,251 33,251
Flint Hill School Oakton, VA Retail Mar-93 0 26,950 26,950
Floor Covering Interiors, Inc. Tucson, AZ Manufacturing &
Production Aug-94 0 28,449 28,449
Florida Health, Inc. Boca Raton, FL Medical Oct-97 0 55,017 55,017
Florida Homes Showcase, Inc. Lake City, FL Telecommunications Mar-93 0 26,532 26,532
Food Dude, Inc. Torrance, CA Computers May-96 0 35,835 35,835
Food For Thought Exton, PA Restaurant Nov-92 0 30,609 30,609
Footprints Blueprinting San Luis Bispop, CA Photography Aug-96 0 35,757 35,757
Forward Logistics Group Orlando, FL Material Hndlng Feb-98 0 39,743 39,743
Foster Medical Supply Inc Hartford, CT Telecommunications May-93 0 30,034 30,034
Foto 1 Dba, N Focus, Inc. Morgantown, WV Manufacturing &
Production Dec-97 0 25,902 25,902
Francis Poirier Ellington, CT Printing Mar-93 0 42,219 42,219
Francis Poirier Ellington, CT Manufacturing &
Production Mar-93 0 33,236 33,236
Fred Talarico MD Utica, NY Manufacturing &
Production Aug-95 0 26,788 26,788
Freedman & Lorry, P.C. Philadelphia, PA Computers Oct-97 0 77,364 77,364
Freemont House Of Pizza, Inc. Fremont, NH Restaurant Nov-92 0 26,510 26,510
Fuel Cell Manufacturing Danbury, CT Telecommunications May-93 0 25,265 25,265
Fuller Roberts Clinic, Inc. Windsor, CT Medical Mar-93 0 50,236 50,236
Future Hopes, Inc. Miami, FL Restaurant Dec-96 0 50,356 50,356
Future Productions, Inc. New York, NY Video Production Mar-93 0 41,473 41,473
G And M Music Co., Inc. Sumter, SC Fixtures May-97 0 100,000 100,000
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 40,283 40,283
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 63,573 63,573
Gale H. Pike Laguna Beach, CA Furniture Dec-92 0 60,286 60,286
Game Creek Video Limited
Partnership Amherst, NH Video Prodroduction Oct-97 0 63,004 63,004
Gamma One, Inc. North Haven, CT Telecommunications May-93 0 31,131 31,131
Garcia Masonry Inc. San Diego, CA Computerss Dec-96 0 39,688 39,688
Garrison Fuel Oil Of L.I. Plainview, NY Office Equipment Aug-95 0 29,013 29,013
Gary Eagan Easton, MA Restaurant Mar-93 0 38,295 38,295
Gas Post, Inc. & Savemart Stores Pelham Manor, NY Fixture Jan-97 0 31,718 31,718
Gasoline Merchants, Inc. Waltham, MA Automotive Mar-93 0 29,568 29,568
Gasoline Merchants, Inc. Waltham, MA Environmental Mar-93 0 35,439 35,439
Gaspari Corp. Ocean Township, NJ Medical Mar-93 0 48,434 48,434
GCSG Ob-Gyn Associates Windsor, CT Medical Mar-93 0 38,372 38,372
General Foam Sun Valley, CA Construction Mar-93 0 39,399 39,399
General Video-Tex Corp. Cambridge, MA Computers Mar-93 0 27,775 27,775
Genesis Mobile Diagnostic, Inc. Miami, FL Medical Nov-92 0 31,772 31,772
Geno's West Jefferson, NC Restaurant Nov-92 0 27,626 27,626
Gibson Co. Norwalk, CT Telecommunications May-93 0 237,384 237,384
Glastonbury Glastonbury, CT Telecommunications May-93 0 57,940 57,940
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Goldberg & Assoc. Dba Maxine Omaha, NE Manufacturing &
B. Reloj Production Sep-97 0 33,266 33,266
Goldbergs New York Bagels Bethlehem, PA Restaurant Dec-97 0 106,434 106,434
Golden Corral Steakhouse Hueytown, AL Restaurant Nov-92 0 28,005 28,005
Goldgate Enterprises, Inc. Corpus Christi, TX Manufacturing &
Production Jun-95 0 27,357 27,357
Gold's Gym Canton, MA Medical Nov-92 0 29,529 29,529
Gourmet Boutique, Llc Jamaica, NY Restaurant Dec-97 0 68,231 68,231
Grace'S Marketplace Dba Doria
Enterprises, Inc. New York, NY Restaurant Sep-97 0 74,456 74,456
Grady & Dicks, A Law Corporatn San Diego, CA Computers Jan-98 0 84,977 84,977
Grand Union Wayne, NJ Retail Dec-93 0 331,713 331,713
Grand Union Wayne, NJ Retail Dec-93 0 260,075 260,075
Grand Union Passaic, NJ Retail Dec-93 0 217,409 217,409
Grandma'S Bagels, Inc. Bend, OR Restaurant Dec-97 0 64,586 64,586
Graphic Data of New Jersey, Inc. Mount Laurel, NJ Computers Mar-93 0 46,867 46,867
Graphic Options Inc. Plainview, NY Printing Jan-96 0 42,141 42,141
Graphic Press Flint, MI Printing Dec-92 24,124 2,371 26,495
Graphic Services, Inc. Tacoma, WA Manufacturing &
Production Jun-94 39,350 4,899 44,249
Graphic Trends Paramount, CA Printing Jan-97 0 53,233 53,233
Graphik Dimensions Ltd. Flushing, NY Computers Mar-93 0 29,999 29,999
Great American Remodeling, Inc. Ft Walton Beach, FL Construction Sep-97 0 53,767 53,767
Greaves, Walker, Inc. Mobile, AL Retail Dec-96 0 49,573 49,573
Green Acres Land Develpoment & Powells Point, NC Manufacturing &
Production Feb-98 0 33,617 33,617
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 32,525 32,525
Grolier, Inc. Danbury, CT Telecommunications Mar-93 0 29,427 29,427
Gruen Optika Corp. New York, NY Medical Dec-97 0 47,076 47,076
Guadalajara Mexican Deli Tracy, CA Restaurant Nov-92 0 26,037 26,037
Gulf Coast Landscaping Corp. Mobile, AL Construction Aug-97 0 31,881 31,881
Gumby'S Pizza Systems Inc. Gainesville, FL Restaurant Apr-95 0 26,879 26,879
Gun Hill Collision Bronx, NY Manufacturing &
Production Apr-93 0 26,341 26,341
H & J Amoco Gambrills, MD Fixture Sep-96 0 98,987 98,987
H & R Block Lebanon, TN Computers Nov-92 0 28,540 28,540
H & R Family Foods, Inc. Lancaster, SC Fixture Sep-97 0 46,439 46,439
H & S Construction New Salisbury, IN Construction Feb-98 0 73,104 73,104
H & T Tool Fairfield, NJ Manufacturing &
Production Nov-92 0 27,286 27,286
H. John Schutze DDS Queensbury, NY Computers Aug-95 0 33,429 33,429
Hahner, Foreman & Harness, Inc Wichita, KS Computers Mar-96 0 41,888 41,888
Haig Press, Inc. Hauppauge, NY Printing Sep-96 0 37,617 37,617
Harco Laboratories, Inc. Branford, CT Telecommunications Mar-93 0 25,156 25,156
Harlan King & Associates Reno, NV Computers May-96 0 46,553 46,553
Harold Hawes Charlottesville, VA Transportation Mar-93 0 33,760 33,760
Harold Hawes Charlottesville, VA Transportation Mar-93 0 47,557 47,557
Harold Wasson, Jr. Corona, CA Furniture Mar-93 0 38,041 38,041
Harrison & King Music Co., Inc. Hartsville, SC Fixtures May-97 0 100,000 100,000
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Harr'S Surf & Turf Markets,Inc Palm Harbor, FL Fixture Jan-98 0 55,740 55,740
Harry's Oyster Bar Club Oklahoma City, OK Restaurant Nov-92 0 30,806 30,806
Hazen Inc East Moline, IL Manufacturing &
Production Dec-92 27,486 4,926 32,412
Hazen, Inc. East Moline, IL Environmental Feb-93 0 52,425 52,425
HBO & Co. Atlanta, GA Computers Sep-93 843,016 113,310 956,326
HBO & Co. Atlanta, GA Computers Sep-93 269,389 49,673 319,063
HBO & Co. Atlanta, GA Computers Sep-93 385,363 69,995 455,358
HBO & Co. Atlanta, GA Computers Sep-93 58,230 10,750 68,980
HBO & Co. Atlanta, GA Computers Sep-93 100,579 18,568 119,147
HBO & Co. Atlanta, GA Computers Sep-93 152,343 28,124 180,467
HBO & Co. Atlanta, GA Computers Sep-93 332,268 61,340 393,608
Health Systems International Wallingford, CT Telecommunications May-93 0 55,360 55,360
Hearndon Construction, Inc. Micco, FL Construction Nov-97 0 43,478 43,478
Hebrew Home & Hospital West Hartford, CT Telecommunications May-93 0 110,600 110,600
Hedges, David C. Nashville, TN Retail Mar-93 0 32,425 32,425
Helotes Contractors, Inc. Austin, TX Video Prodroduction Nov-97 0 30,891 30,891
Helvetia Coal Company Indiana, PA Mining Dec-92 151,276 66,138 217,414
Helvetia Coal Company Indiana, PA Mining Dec-92 427,481 151,020 578,501
Hendersonville Obst. Windsor, CT Medical Mar-93 0 44,348 44,348
Hesco, Inc. Watertown, SD Manufacturing &
Production Jun-94 39,746 4,586 44,333
Hickey Chemists Ltd. New York, NY Computers Aug-95 0 28,393 28,393
Hi-G Company Inc. Pitman, NJ Telecommunications May-93 0 26,945 26,945
Himani Enterprises, Inc. Rego Park, NY Restaurant Mar-93 0 27,299 27,299
Hi-Tech of DFW Hurst, TX Automotive Nov-92 0 29,299 29,299
Hms Steakhouse Of Tampa, Inc. Tampa, FL Retail Nov-97 0 56,990 56,990
Hocking Chemical Corp. National City, CA Manufacturing &
Production Apr-93 0 29,699 29,699
Holy Bagel Hackettstown, NJ Restaurant Nov-92 0 30,904 30,904
Homecare, Inc. Wallingford, CT Computers Oct-97 0 43,764 43,764
Homesteaders Life Company Des Moines, IA Printing Feb-93 0 26,777 26,777
Hometown Buffet, Inc. San Diego, CA Restaurant Feb-95 0 618,000 618,000
Honey Dew Associates, Inc. Planville, MA Restaurant Mar-93 0 47,019 47,019
Hospitality Franchise Systems Parsippany, NJ Furniture Mar-93 0 40,219 40,219
Hospitality Springs Atlanta, GA Restaurant Dec-93 0 126,000 126,000
Hot Spot Casino, Inc. Surfside, SC Fixture Aug-97 0 49,131 49,131
Hough Krating, Inc. Richburg, SC Material Handling Sep-97 0 27,771 27,771
Houston Sportsco, Inc. Houston, TX Restaurant Jan-97 0 27,110 27,110
HPK Corporation Mesquite, TX Manufacturing &
Production Mar-95 0 26,949 26,949
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 425,871 425,871
HTB Restaurant, Inc. Salt Lake City, UT Restaurant Mar-94 0 426,137 426,137
Huggos Restaurant Dba Olu Kai Ltd Kailua-Kona, HI Restaurant Sep-97 0 52,935 52,935
Huston-Lynn Enterprises Inc. Indianapolis, IN Restaurant Equipment Jan-96 0 26,384 26,384
Icm Conversion, Inc. Phoenix, AZ Retail Dec-96 0 50,118 50,118
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Idea Television Washington, DC Video Production Aug-96 0 49,286 49,286
Il Bacio, Inc. Marlboro, NJ Restaurant Nov-92 0 30,866 30,866
Ild Teleservices, Inc. Dallas, TX Telecommunications Dec-97 0 1,080,625 1,080,625
Image Data Management Systems Orange, CA Manufacturing &
Production Nov-92 0 25,762 25,762
Immaculate Conception Church Towson, MD Retail Mar-93 0 25,891 25,891
Impressions, Inc. East Windsor, CT Computers Mar-93 0 44,541 44,541
In Hyun Cho Whitestone, NY Manufacturing &
Production Aug-95 0 34,285 34,285
Indiana Michigan Power Company Columbus, OH Material Handling Sep-92 9,082,384 363,295 9,445,679
Indiana Michigan Power Company Columbus, OH Material Handling Sep-92 0 4,610,840 4,610,840
Industrial Electric Service Co. Hawthorne, NJ Manufacturing &
Production Jan-97 0 61,390 61,390
Innerdyne Medical, Inc. Sunnyvale, CA Furniture May-94 24,481 2,600 27,081
Inquo, Inc. Draper, UT Computers Oct-97 0 40,118 40,118
Inrad, Inc. Northvale, NJ Computers Mar-93 0 57,087 57,087
Inrad, Inc. Northvale, NJ Manufacturing &
Production Mar-93 0 41,547 41,547
Intense Bodyworks, Inc. Edgewood, NY Medical Mar-93 0 48,200 48,200
Inter-Church Residences Inc Bridgeport, CT Telecommunications May-93 0 74,453 74,453
Intercommunictns Amer. Adventura, FL Computerss Nov-96 0 54,788 54,788
Inter-Financial Group Schaumburg, IL Furniture Apr-93 0 27,943 27,943
International Biotechnologies New Haven, CT Telecommunications May-93 0 68,672 68,672
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 91,681 16,147 107,828
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 59,963 10,194 70,157
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 27,603 4,837 32,439
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 40,710 7,022 47,732
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 928,919 168,139 1,097,058
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 366,711 60,948 427,660
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 540,297 92,579 632,877
International Rectifier Corp. El Segundo, CA Material Handling Dec-92 337,702 56,148 393,850
International Software Frederick, MD Printing Dec-92 22,653 3,445 26,098
Internet Broadcasting Corp. New York, NY Video Prodroduction Sep-97 0 54,042 54,042
Investors Fudiciary Services Atlanta, GA Computers Nov-92 0 27,580 27,580
Isx Corp. Westlake Vilage, CA Computers Nov-97 0 31,342 31,342
Item Nine Montpeller, VT Restaurant Mar-93 0 29,163 29,163
Itt Flygt Corporation Trumbull, CT Telecommunications May-93 0 56,986 56,986
Iverson Financial System, Inc Sunnyvale, CA Computers Jan-98 0 35,980 35,980
IVF America, Inc. Greenwich, CT Medical Dec-92 0 165,805 165,805
IVF America, Inc. Greenwich, CT Medical Dec-92 0 123,254 123,254
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 35,784 35,784
IVI Travel, Inc. Northbrook, IL Furniture Mar-93 0 39,314 39,314
J & H Auto & Truck Repair Peabody, MA Fixture Dec-96 0 63,141 63,141
J&J Burger, Inc. Dba Burger King Harrisburg, PA Restaurant Dec-93 0 149,773 149,773
J&J Burger, Inc. Dba Burger King Harnsburg, PA Restaurant Dec-93 0 167,885 167,885
J. Baker, Inc. Canton, MA Manufacturing &
Production Mar-94 0 265,815 265,815
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
J. Sunset Enterprises Sandy, UT Furniture Oct-97 0 27,111 27,111
J. Walter Thompson New York, NY Audio Jul-96 0 43,506 43,506
J. Walter Thompson USA, Inc. New York, NY Video Production Sep-93 0 80,952 80,952
J.L. Thompson Construction Co. Mt. Holly, NC Fixture Nov-97 0 47,285 47,285
J.M. Ney Company Bloomfield, CT Telecommunications Apr-96 0 41,813 41,813
J.W. Wood & Associates, Inc. Battle Creek, MI Retail Feb-98 0 81,331 81,331
Jackson'S Bistro & Bar, L.C. Oidc Tampa, FL Telecommunications Dec-97 0 38,989 38,989
Jacobs Mfg Bloomfield, CT Telecommunications May-93 0 48,356 48,356
James Hill, Inc. New Milford, CT Automotive Jul-96 0 39,121 39,121
James Lyver East Hartford, CT Construction Mar-93 0 46,909 46,909
Janin Corp. Perth Amboy, NJ Computers Apr-93 0 26,047 26,047
Jardon & Howard Technologies Winter Park, FL Computerss Jan-97 0 39,743 39,743
Jaymee Housefield Ft. Walton Beac, FL Medical Mar-93 0 30,539 30,539
Jefferson Harvey Paschal Jeffeeersonville, GA Restaurant Jul-96 0 30,796 30,796
Jetson'S Inc. Edison, NJ Restaurant Feb-98 0 48,904 48,904
Jetstream Cafe Avon, CT Furniture Mar-93 0 28,537 28,537
Jim Whitman Studios, Inc. Clifton, NJ Computers Jun-94 35,732 4,183 39,914
Jimmy Mac'S Roadhouse Dba Renton, WA Retail Feb-98 0 36,861 36,861
Jo-Ann's Nut House Garden City, NY Manufacturing &
Production Jun-93 0 28,691 28,691
John & Frank Chaung DDS New York, NY Medical Aug-95 0 36,143 36,143
John Baird, Inc. Palm Desert, CA Construction May-96 0 39,648 39,648
John F. Almeida Dairy Tulare, CA Agriculture Nov-92 0 28,070 28,070
John Hassell's Dry Cleaning Plano, TX Sanitation Nov-92 0 30,824 30,824
John Kruse DDS New York, NY Medical Aug-95 0 31,470 31,470
John M. Hulbrook New York, NY Furniture Mar-93 0 26,020 26,020
John Sandy Productions, Inc. Englewood, CO Video Prodroduction Dec-97 0 56,633 56,633
Jones Body Shop Omaha, NE Automotive Oct-97 0 42,058 42,058
Joseph H. Tees & Son Inc. Bensalem, PA Manufacturing &
Production Aug-95 0 27,044 27,044
Joseph P. Mccain DMD PA Miami, FL Computers Aug-95 0 26,667 26,667
Joseph-Beth Booksellers Of Ohio Cincinnati, OH Audio Equipment Jan-96 0 26,373 26,373
Joyland Country Enterprises Clearwater, FL Restaurant Dec-92 0 52,369 52,369
Jpr Enterprises Inc. Marina Del Ray, CA Computers Jul-95 0 40,681 40,681
Jst Consultants, Inc. St. Charles, MO Computerss Nov-96 0 41,495 41,495
Juliet Cafe Billiards Poughkeepsie, NY Furniture Nov-92 0 25,428 25,428
K & K Ellsperman, Inc. Newburgh, IN Restaurant Sep-96 0 52,077 52,077
K & M Machine Co., Inc. Newport, NH Manufacturing &
Production Mar-93 0 32,185 32,185
K.S. Fashions Inc. Los Angeles, CA Manufacturing &
Production May-95 0 37,210 37,210
Kallmart Telecom, Inc. Satellite Beach, FL Computers Jan-98 0 49,152 49,152
Kaman Aerospace Bloomfield, CT Telecommunications May-93 0 276,151 276,151
Kaman Aerospace Bloomfield, CT Telecommunications May-93 0 55,660 55,660
Kaman Aerospace Bloomfield, CT Telecommunications Nov-95 0 131,743 131,743
Kaman Aerospace Bloomfield, CT Telecommunications Nov-95 0 70,544 70,544
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kaman Aerospace Bloomfield, CT Telecommunications Jan-94 0 208,323 208,323
Kaman Corp. Boston, MA Manufacturing &
Production Mar-94 1,391,054 159,268 1,550,321
Karen Lietz Ionia, NY Material Handling May-94 24,280 3,135 27,415
Keja Associates Inc. Vista, CA Manufacturing &
Production Aug-95 0 29,942 29,942
Kent Hylton Santa Paula, CA Construction Jun-96 0 56,620 56,620
Kent School Corp. Kent, CT Telecommunications May-93 0 69,262 69,262
Kerr Steamship Company, Inc. Rosemont, IL Telecommunications Mar-93 45,117 8,993 54,110
Kerrin Graphics & Printing, Inc. Southbridge, MA Printing Sep-97 0 35,863 35,863
Keywest Instant Images Keywest, FL Computers Nov-92 0 25,361 25,361
Kidco Enterprises, Inc. New York, NY Computers Mar-95 0 31,667 31,667
Kiddoo, Roger Joy, IL Manufacturing &
Production Jan-97 0 47,304 47,304
Kings Restaurant, Inc. Newark, NJ Restaurant Dec-97 0 28,601 28,601
Kinkos Of Thousand Oaks W. Lake Village, CA Furniture Aug-95 0 25,418 25,418
Kinnett Dairies, Inc. Columbus, GA Manufacturing &
Production Aug-94 0 361,275 361,275
Klein Rubbish Removal Sarasota, FL Material Handling Mar-93 0 42,636 42,636
Knight-Ridder, Inc. Washington, DC Printing Mar-93 0 25,689 25,689
KNNC-FM Georgetown, TX Audio Nov-92 0 29,938 29,938
Koerner, Silberberg & Weiner, Llp New York, NY Furniture Aug-97 0 51,622 51,622
Koman Sportswear Manufacturing Carlstadt, NJ Computers Mar-95 0 35,731 35,731
Komplete Packaging Service Arlington, TX Manufacturing &
Production Dec-97 0 34,571 34,571
Kouri Capital Group, Inc. New York, NY Computers May-94 24,132 2,628 26,759
Kurzweil Applied Intelligence Waltham, MA Computers Mar-93 0 46,598 46,598
Kustaards Ltd. Bethel, CT Fixture Aug-95 0 49,980 49,980
L & N Label Co., Inc. Clearwater, FL Printing Mar-94 0 33,526 33,526
L.A. Food Services Sommerville, NJ Restaurant Nov-97 0 78,586 78,586
L.J. Construction, Inc. S. Brunswick, NC Construction Sep-97 0 44,931 44,931
La Bella Sausage, Inc. Brooksville, FL Fixture Nov-96 0 52,779 52,779
La Parisienne Bakery, Inc. Austin, TX Restaurant Nov-92 0 29,234 29,234
Laminaide, Inc. Bayshore, NY Manufacturing &
Production Oct-97 0 42,348 42,348
Landsdale Hotel Assoc. Lp T/A
Norfalk Norfolk, VA Retail Oct-97 0 39,319 39,319
Lane Foods, Inc. Providence, RI Restaurant Mar-93 0 39,811 39,811
Lane Randolph New Castle, DE Transportation Mar-93 0 39,868 39,868
Latham Tire St. Louis, MO Automotive Feb-93 0 37,371 37,371
Lawrence Delights Dba, Le-Liban Atlanta, GA Restaurant Dec-97 0 33,981 33,981
Lawrence Friedman Brooklyn, NY Furniture Mar-93 0 48,739 48,739
Lawrence Ob-Gyn Windsor, CT Medical Mar-93 0 47,062 47,062
Lechters, Inc. Harrison, NJ Copiers Mar-93 0 60,876 60,876
Lee Family Clinic Durant, OK Computers Aug-96 0 25,945 25,945
Legal Eagles Copy Service Irvine, CA Copiers Nov-92 0 29,195 29,195
Lenders Bagel Bakery West Haven, CT Computers Mar-93 0 49,402 49,402
Lester Telemarketing, Inc. Branford, CT Computers Dec-97 0 45,705 45,705
Life Reassurance Corp. of America Stamford, CT Telecommunications Mar-93 0 48,004 48,004
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lilyblad Petroleum, Inc. Tacoma, WA Sanitation Mar-93 0 32,085 32,085
Linc Systems Corp. Bloomfield, CT Computers Mar-93 0 52,621 52,621
Linguistic Systems, Inc. Cambridge, MA Printing Mar-93 0 33,176 33,176
Lino Press New York, NY Manufacturing &
Production Aug-95 0 49,039 49,039
Little Angel Foods, Inc. Daytona Beach, FL Restaurant Jan-98 0 58,027 58,027
LNS Group, Inc. Yantic, CT Telecommunications May-93 0 34,809 34,809
Load Star, Inc. Lavonia, GA Computers Mar-93 0 34,963 34,963
Lo-Est Printing Co., Inc. Carmel, IN Computers Mar-93 0 31,658 31,658
Loh Corporation Arlington, TX Computers Apr-95 0 42,005 42,005
Long Beach Acceptance Corp. Oradell, NJ Computerss Mar-97 0 366,242 366,242
Long Beach Acceptance Corp. Paramus, NJ Computers Dec-97 0 345,530 345,530
Long View Dyeing & Finishing Corp. Hickory, NC Manufacturing &
Production Oct-97 0 28,349 28,349
Longford Homes of Nevada, Inc. Las Vegas, NV Computers Nov-92 0 26,524 26,524
Louis Frey Co., Inc. New York, NY Computers Mar-93 0 39,059 39,059
Louis Vinagro Johnston, RI Construction Mar-93 0 45,714 45,714
Louis Vinagro Johnston, RI Manufacturing &
Production Mar-93 0 58,707 58,707
Lowes Service Center, Inc. Northborough, MA Automotive Jan-98 0 86,125 86,125
Lung Diagnostics, Inc. Glenridge, NJ Medical Sep-96 0 35,492 35,492
Lustig & Brown Buffalo, NY Computers Sep-96 0 45,976 45,976
Mac Scan, Inc. Monterey Park, CA Computerss Nov-96 0 27,617 27,617
Machining Center Dba, Paul Gajda Slippery Rock, PA Manufacturing &
Production Dec-97 0 43,539 43,539
Madeux Vending Fernandina, FL Restaurant Nov-92 0 30,824 30,824
Madison Board of Education Madison, CT Computers Mar-93 0 56,540 56,540
Magnetek Century Electric St. Louis, MO Telecommunications Dec-92 25,906 2,385 28,291
Magnitude Eight Productions Arieta, CA Audio Aug-97 0 59,823 59,823
Magnolia Studios, Inc. Burbank, CA Audio Nov-97 0 61,871 61,871
Management Professional Redondo Beach, CA Computers May-93 0 27,082 27,082
Manchester Ob/Gyn Associates Windsor, CT Medical Mar-93 0 43,662 43,662
Mancuso Sr. Inc. Houston, TX Manufacturing &
Production Feb-96 0 35,600 35,600
Mandell Armor Design & Mfg, Inc. Phoenix, AZ Manufacturing &
Production Aug-97 0 54,192 54,192
Manhattan Cable Television New York, NY Copiers Mar-93 0 41,371 41,371
Manufacturer's Lease Company Norwalk, CT Printing Mar-93 0 40,538 40,538
Manzo Contracting Co. Old Bridge, NJ Construction Aug-96 0 55,252 55,252
Marikina Engineers West Haven, CT Construction Mar-93 0 32,958 32,958
Marine Container, Inc. Los Angeles, CA Computers Jul-93 0 25,899 25,899
Marine Mgt Systems Stamford, CT Computers May-96 0 33,038 33,038
Mario J. Dominquez, DC La Puente, CA Medical Mar-95 0 25,922 25,922
Marios Of Boca Dba Boca Raton, FL Restaurant Dec-96 0 59,923 59,923
Mario'S Of Boca Dba, M.O.B., Inc. Boca Raton, FL Retail Dec-97 0 25,899 25,899
Market Street Grill Columbus, OH Computers Nov-92 0 26,808 26,808
Maro Electronic's Bristol, PA Audio Jun-93 0 27,123 27,123
Marshall Real Sign Co. Dba Real Chicago, IL Manufacturing &
Sign Co. Production Oct-97 0 31,052 31,052
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Martin Mcgrath DPM New York, NY Medical Aug-95 0 30,379 30,379
Martin'S, Inc. Baltimore, MD Fixture Sep-97 0 334,930 334,930
Marymount University Arlington, VA Retail Mar-93 0 40,501 40,501
Marymount University Arlington, VA Retail Mar-93 0 28,867 28,867
Masco Corporation of Indiana Cumberland, IN Computers Mar-93 0 28,127 28,127
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 44,078 44,078
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 26,271 26,271
Mashantucket Pequot Gaming Ledyard, CT Manufacturing &
Production Mar-93 0 32,783 32,783
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 35,365 35,365
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 41,581 41,581
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 45,174 45,174
Mashantucket Pequot Gaming Ledyard, CT Photography Mar-93 0 36,441 36,441
Mashantucket Pequot Gaming Ledyard, CT Fixture Mar-93 0 29,456 29,456
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 40,352 40,352
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 40,895 40,895
Mashantucket Pequot Gaming Ledyard, CT Restaurant Mar-93 0 33,126 33,126
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 28,576 28,576
Mashantucket Pequot Gaming Ledyard, CT Telecommunications Mar-93 0 43,122 43,122
Mashantucket Pequot Gaming Ledyard, CT Furniture Mar-93 0 41,487 41,487
Mashantucket Pequot Gaming Ledyard, CT Computers Mar-93 0 40,460 40,460
Master Power Brakes, Ltd. Mooresville, NC Computers May-96 0 33,623 33,623
Masterweld Products South Bend, IN Manufacturing &
Production Nov-97 0 53,431 53,431
Mazzetti & Associates, Inc. San Francisco, CA Computers Jul-96 0 31,565 31,565
Mc Cue Mortgage Co., Inc. New Britain, CT Telecommunications May-93 0 36,360 36,360
McCullough Oil Service Glen Rock, PA Fixture Dec-96 0 130,515 130,515
McKibben Communications Chatsworth, CA Video Production Dec-96 0 31,858 31,858
Med-Com & Health Services Pleasantville, NJ Computers Nov-97 0 40,569 40,569
Medeast, Inc. Pelham Manor, NY Medical Sep-97 0 115,664 115,664
Medical Deveploment Corp Of Hudson, FL Medical Jan-98 0 67,679 67,679
Medical Industries Of America Boynton Beach, FL Computers Jan-98 0 31,543 31,543
Medserve, Inc. Huntington, NY Medical Jan-98 0 32,691 32,691
Medstar Inc. Waterbury, CT Telecommunications May-93 0 115,110 115,110
Medstar, Inc. Waterbury, CT Medical Nov-92 0 28,789 28,789
Mee Mee Bakery San Francisco, CA Restaurant Sep-96 0 35,995 35,995
Mefa, Inc. Medford, MA Manufacturing &
Production Nov-92 0 31,429 31,429
Megawats Dba, Saladin Westco San Francisco, CA Computers Dec-97 0 429,880 429,880
Mei-Chi-Na Beauty International,
Inc. Irvine, CA Retail Oct-97 0 27,337 27,337
Meikejohn & Stone Clinic Pc Windsor, CT Medical Mar-93 0 53,763 53,763
Meirose & Friscia, P.A. Tampa, FL Computerss Nov-96 0 38,362 38,362
Mekka Java San Diego, CA Restaurant Nov-92 0 27,416 27,416
Melvin J.Kordon, MD PA Ellicott City, MD Medical Nov-92 0 28,945 28,945
Meridian Off-Road Center, Inc. Butler, PA Automotive Jan-98 0 38,733 38,733
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Merlin Printing, Inc. Amityville, NY Computers Jan-98 0 29,262 29,262
Mesh, Inc. Iselin, NJ Restaurant Mar-93 0 27,921 27,921
Met Food & Jan Food Corp Dba Swf
Food Jackson Heights, NY Fixture Oct-97 0 50,581 50,581
Met Life Insurance Co. Clayton, MO Furniture Feb-94 0 37,773 37,773
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 256,817 61,114 317,931
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 241,282 54,650 295,931
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 1,856,605 425,263 2,281,868
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 963,924 220,375 1,184,300
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 590,764 134,986 725,751
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 504,410 115,125 619,534
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 176,119 30,921 207,040
Metal Leve Ann Arbor, MI Manufacturing &
Production Sep-93 1,636,613 389,489 2,026,102
Metric Display Corp. Dba, Providence, RI Manufacturing &
Production Feb-98 0 29,595 29,595
Metrology Systems, Inc. Santa Ana, CA Manufacturing &
Production Aug-93 0 29,446 29,446
Mhd, Inc. Wingate, TX Fixture Oct-97 0 46,655 46,655
Michael Gulotta DDS Holtsville, NY Medical Aug-95 0 25,070 25,070
Microgenesys, Inc. Meriden, CT Computers Mar-93 0 32,634 32,634
Microgenesys, Inc. Meriden, CT Manufacturing &
Production Mar-93 0 27,458 27,458
Microgenesys, Inc. Meriden, CT Material Handling Mar-93 0 37,064 37,064
Microgenesys, Inc. Meriden, CT Manufacturing &
Production Mar-93 0 53,737 53,737
Microgenesys, Inc. Meriden, CT Manufacturing &
Production Mar-93 0 34,763 34,763
Micrographic Imaging Cameron Park, CA Printing Oct-96 0 31,114 31,114
Microwave Satellite Wycoff, NJ Computers Mar-93 0 37,346 37,346
Microwave Satellite Technologies Wyckoff, NJ Telecommunications Mar-96 0 49,538 49,538
Mid America Truck & Equip Rosemont, IL Material Handling Aug-95 0 29,476 29,476
Minute Mart Dba Breaux's Mart Lafayette, LA Computers May-93 0 57,277 57,277
Mirkin'S Ideal Cleaning Springfield, MA Manufacturing &
Production Aug-95 0 30,185 30,185
Mission Fitness Center Mission, KS Furniture Nov-92 0 28,092 28,092
Mission Fitness Center Mission, KS Office Equipment Nov-92 0 29,404 29,404
Mntn Comprehensive Health Whitesbury, KY Computers Aug-96 0 25,864 25,864
Mobile Clean, Inc. Adel, IA Construction Oct-97 0 55,667 55,667
Mobile Imaging Smithtown, NY Medical Oct-96 0 50,736 50,736
Mobile Radiology Services Philadelphia, PA Medical Aug-95 0 42,109 42,109
Mohawk Ltd. Chadwicks, NY Manufacturing &
Production Aug-95 0 33,624 33,624
Mold Clinic Inc West Union, SC Computerss Oct-96 0 26,652 26,652
Mona Lisa Bakery Brooklyn, NY Manufacturing &
Production Nov-96 0 32,391 32,391
Money Concepts, Inc. Dallas, TX Computers Nov-97 0 44,014 44,014
Monmouth Mower, Inc. Middletown, NJ Computers Jun-93 0 28,614 28,614
Moore Special Tool Co. Bridgeport, CT Telecommunications May-93 0 92,193 92,193
Morande Ford, Inc. Berlin, CT Telecommunications May-93 0 45,398 45,398
Moreau & Moreau South Barre, VT Fixture Jul-96 0 102,455 102,455
Morgan's Creative Restaurant Brachwood, OH Restaurant Dec-94 0 205,463 205,463
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Morgan's Creative Restaurant Beachwood, OH Restaurant Nov-94 0 191,984 191,984
Mt Administrative Corp Roswell, NM Restaurant Dec-96 0 46,940 46,940
Murphy & Beane New London, CT Telecommunications Mar-93 0 34,887 34,887
Mutnick Productions Santa Monica, CA Video Production Sep-96 0 54,449 54,449
N & N Petroleum, Inc. Pelham, NH Fixture Jan-97 0 270,523 270,523
N & T Supermarkets Inc. Warminster, PA Retail Aug-95 0 31,866 31,866
Nassau Mobil, LLC Nassau, NY Fixture Mar-96 0 56,035 56,035
National Bio Systems, Inc. Rockville, MD Copiers Mar-93 0 44,574 44,574
National Sales Services, Inc. Danbury, CT Computerss Feb-97 0 41,485 41,485
National Tele-Communications, Inc. Bloomfield, NJ Computers Sep-97 0 363,630 363,630
Natural Pantry Simi Valley, CA Environmental Nov-92 0 25,027 25,027
Nedlloyd Unitrans Duesseldorf, Germany Material Handling Jun-97 0 724,982 724,982
Nelco Rehab. Medical Services Jackson Heights, NY Computers Aug-95 0 38,811 38,811
Neptune Dental Associates Brooklyn, NY Medical Aug-95 0 35,976 35,976
Network Programs Network
Machines, Inc. Piscataway, NJ Computers Oct-97 0 51,172 51,172
Neumonics, Inc. Hopkinton, MA Computers Mar-93 0 25,436 25,436
New Age Auto Repair Culver City, CA Automotive Nov-97 0 43,444 43,444
New Britain Memorial Hospital New Britain, CT Telecommunications Mar-93 0 48,190 48,190
New Canaan Public Schools New Canaan, CT Telecommunications Mar-93 0 29,708 29,708
New Country Motors Cars Hartford, CT Telecommunications Dec-95 0 27,644 27,644
New Horizons Computer Learning Metairie, LA Computers Nov-97 0 27,183 27,183
New Mexico Eye Clinic Albuquerque, NM Medical May-94 43,200 5,269 48,469
New Opportunities Waterbury, CT Telecommunications Mar-93 0 39,030 39,030
New Wave Graphics Costa Mesa, CA Computers Nov-92 0 29,982 29,982
New York Institute Tarrytown, NY Computers Mar-93 0 52,840 52,840
Nidec Corporation Torrington, CT Telecommunications May-93 0 48,477 48,477
Nissa High Resolution Cmyk Woodland Hills, CA Copiers Dec-97 0 29,743 29,743
Nistico Inc. Yonkers, NY Restaurant Sep-97 0 38,514 38,514
Nordberg Capital Inc. New York, NY Computers Aug-95 0 26,936 26,936
Normandy Station, Inc. Sanford, FL Medical Mar-93 0 41,866 41,866
North Aurora Inn, Inc. North Aurora, IL Fixture Dec-96 0 30,482 30,482
North Central Broadcasting, Inc. Nappanee, IN Furniture Nov-92 0 25,828 25,828
North Island Amusement, Inc. Conway, SC Fixture Sep-97 0 46,838 46,838
Northeast Nuclear Energy Co. Hartford, CT Telecommunications May-93 0 776,263 776,263
Nos Communications, Inc. Bethesda, MD Computers Aug-97 0 229,916 229,916
Novametrix Medical Wallingford, CT Telecommunications May-96 0 28,317 28,317
Novametrix Medical Sys. Inc. Wallingford, CT Telecommunications May-93 0 62,676 62,676
NTN Communications, Inc. Carsbad, CA Telecommunications Oct-96 0 1,137,500 1,137,500
Oak Park Electronics Raleigh, NC Computers Nov-92 0 26,707 26,707
Oakdale Images Inc. Binghamton, NY Video Production Nov-96 0 55,008 55,008
Oakdale Locksmith Oakdale, CA Manufacturing &
Production Apr-93 0 26,398 26,398
Oakdale Printing Company Detroit, MI Printing Nov-97 0 75,000 75,000
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Oaks Mill, Inc. Gainsville, FL Retail May-96 0 28,814 28,814
Oakwood Card & Gifts Edison, NJ Fixture Nov-92 0 28,886 28,886
Ob-Gyn Associates of Arlington Windsor, CT Medical Mar-93 0 44,475 44,475
Ob-Gyn Columbus Windsor, CT Medical Mar-93 0 50,961 50,961
Obstetrics & Gynecolgoy Windsor, CT Medical Mar-93 0 38,828 38,828
Old World Foods, Inc. & Spaghetti Portland, OR Restaurant Jan-97 0 44,710 44,710
Oldies 98 Diner Bartlett, TN Restaurant Nov-92 0 28,102 28,102
Olympian Discount Mart, Inc. Los Angeles, CA Fixture Oct-97 0 52,760 52,760
Omni Surgical Cupply Farmingdale, NY Office Equipment May-96 0 117,539 117,539
On Line Data, Inc. Richardson, TX Computers Mar-93 0 27,576 27,576
On Site Deland, Inc. Altamonte Springs,
FL Telecommunications Mar-93 0 35,575 35,575
On Site Dyer Square, Inc. Altamonte Springs,
FL Telecommunications Mar-93 0 39,329 39,329
Onty Casting Corp. New York, NY Manufacturing &
Production Oct-97 0 28,324 28,324
Orange Police Orange, CT Telecommunications Mar-93 0 33,493 33,493
Orient Exquisite Orlando, FL Fixture Apr-96 0 53,913 53,913
Our Front Porch Pittsford, NY Computers Jun-93 0 29,125 29,125
Oyster River Petroleum, Inc. West Haven, CT Transportation Mar-93 0 33,045 33,045
Ozone Diagnostics Inc. Ozone Park, NY Medical Aug-95 0 27,759 27,759
P.D. Ricci Kent, NY Construction Feb-98 0 34,414 34,414
Pacific Access Computers Rancho Cordova, CA Computerss Jan-97 0 36,537 36,537
Pacific Bagel Rancho Margarita, CA Restaurant Jun-96 0 220,000 220,000
Pacific Bagel Partners Rancho Margarita, CA Restaurant May-96 0 220,000 220,000
Pacific Diezo Products Gardenia, CA Fixture Nov-97 0 51,870 51,870
Pacific Shore Funding Lake Forest, CA Furniture Dec-97 0 66,733 66,733
Palestrini Film Editing, Inc. New York, NY Video Production Mar-93 0 30,290 30,290
Palm Beach Kennel Club W.Palm Beach, FL Telecommunications Jan-97 0 29,457 29,457
Panagos Services Station, Inc. Queens Village, NY Automotive Mar-93 0 37,489 37,489
Panama City Disposal, Inc. Panama City, FL Construction Aug-97 0 54,509 54,509
Panaram International Belleville, NJ Automotive Oct-96 0 34,890 34,890
Panoram Technologies Inc. Burbank, CA Video Production Jan-97 0 51,147 51,147
Papa Kelsey's Pizza Twin Falls, ID Restaurant Nov-92 0 28,098 28,098
Paragon Receivable Management
Group, Inc. Goose Creek, SC Computers Sep-97 0 50,899 50,899
Paragon Steak House San Diego, CA Restaurant Dec-93 0 412,517 412,517
Paragon Steak House San Diego, CA Restaurant Dec-93 0 427,214 427,214
Paragon Steakhouse Restaurant San Diego, CA Restaurant Dec-94 395,347 46,582 441,929
Paragon Steakhouse Restaurant San Diego, CA Furniture Jul-94 326,431 38,238 364,669
Paragon Steakhouse Restaurant San Diego, CA Restaurant May-94 781,885 91,434 873,319
Paragon Steakhouse Restaurant San Diego, CA Restaurant Sep-94 418,639 48,960 467,599
Paragon Steakhouse Restaurant San Diego, CA Restaurant Mar-95 1,944,996 138,637 2,083,633
Paragon Steakhouse Restaurant San Diego, CA Furniture Oct-94 390,849 45,968 436,817
Paragon Steakhouse Restaurant San Diego, CA Restaurant Nov-94 269,224 31,488 300,712
Paragon Steakhouse Restaurant San Diego, CA Restaurant Jan-95 79,578 5,892 85,470
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paragon Steakhouse Restaurant San Diego, CA Restaurant Apr-95 186,883 21,789 208,672
Parctec, Inc. New York, NY Retail Dec-93 39,158 3,565 42,723
Parctec, Inc. New York, NY Retail Dec-93 79,437 7,231 86,669
Parctec, Inc. New York, NY Retail Nov-93 88,165 7,670 95,836
Parctec, Inc. New York, NY Retail Dec-93 83,894 7,299 91,192
Parctec, Inc. New York, NY Retail Nov-93 40,752 3,545 44,298
Parctec, Inc. New York, NY Retail Dec-93 119,197 10,851 130,048
Parctec, Inc. New York, NY Retail Dec-93 41,400 3,769 45,168
Parctec, Inc. New York, NY Retail Dec-93 131,040 11,400 142,440
Parctec, Inc. New York, NY Retail Dec-93 74,954 6,823 81,778
Parctec, Inc. New York, NY Retail Dec-93 321,220 29,242 350,462
Parctec, Inc. New York, NY Retail Dec-93 49,912 4,544 54,456
Parctec, Inc. New York, NY Retail Nov-93 203,367 17,693 221,059
Parker Oil Co., Inc. South Hill, VA Fixture Dec-96 0 320,737 320,737
Parkside Mill, Inc. Atlanta, GA Retail Jul-96 0 49,393 49,393
Parkview Nursing Home Bountiful, UT Manufacturing &
Production Nov-92 0 31,620 31,620
Parthenon Glass, Inc Brooklyn, NY Manufacturing &
Production Jan-98 0 28,153 28,153
Pasta Blitz, Inc. Rockaway, NJ Restaurant Mar-93 0 49,972 49,972
Pathmark Stores Inc Carteret, NJ Fixture Mar-98 0 745,612 745,612
Patterson Country Club Fairfield, CT Telecommunications May-93 0 31,844 31,844
Paul Evans Germantown, MD Transportation Mar-93 0 55,519 55,519
Paul Evans Germantown, MD Transportation Mar-93 0 57,517 57,517
Paul Robinson Cannon Falls, NM Agriculture Feb-95 0 35,080 35,080
Pct Services Tucker, GA Manufacturing &
Production Jun-93 0 28,348 28,348
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 42,591 42,591
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 48,624 48,624
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 48,853 48,853
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 49,577 49,577
PDH Enterprises, Inc. Merrifield, VA Restaurant Mar-93 0 46,337 46,337
Peacock Cleaners San Marcos, CA Sanitation Nov-92 0 31,460 31,460
Pegasus Communications Encino, CA Video Production Jul-96 0 54,422 54,422
Penguin Natural Foods San Francisco, CA Manufacturing &
Production Dec-96 0 45,161 45,161
Peninsula Beauty Supply Burlingme, CA Retail Oct-96 0 27,419 27,419
Peninsular Printing Daytona Beach, FL Manufacturing &
Production Jun-94 36,636 4,198 40,834
Penn National Race Course Grantville, PA Computers Mar-93 0 30,377 30,377
Penncro Asociates, Inc. Southhampton, PA Computers Feb-98 0 65,477 65,477
Perfect Impressions Hair Salon Greenville, NC Fixture Nov-92 0 27,609 27,609
Perry & Perry, Inc. Rockland, MA Sanitation May-96 0 32,278 32,278
Pet Foods Plus, Inc. Houston, TX Furniture Mar-93 0 34,822 34,822
Peterson's Guides, Inc. Princeton, NJ Computers Mar-93 0 34,845 34,845
Philbrick Booth & Spencer, Inc. Hartford, CT Construction Mar-93 0 34,674 34,674
Phillips Medical Systems North Shelton, CT Transportation May-93 0 233,501 233,501
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Phillips Medical Systems North Shelton, CT Telecommunications May-93 0 558,853 558,853
Phillips Medical Systems North Shelton, CT Telecommunications May-93 0 75,647 75,647
Phipps Construction Dba, Siloam Springs, AR Manufacturing &
Production Jan-98 0 68,131 68,131
Photo Price Dba, Sang Rok Kim Van Nuys, CA Photography Jan-98 0 76,201 76,201
Photocircuits Glen Cove, NY Manufacturing &
Production Apr-96 0 2,738,693 2,738,693
Photonika Inc. Richmond Hill, NY Manufacturing &
Production Aug-95 0 52,556 52,556
Physical Therapy Services Leesville, LA Medical Aug-95 0 47,272 47,272
Physiologic Reps Glendale, CA Manufacturing &
Production Mar-93 0 42,553 42,553
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 31,341 31,341
Physiques Unlimited, Inc. Belleville, NJ Medical Mar-93 0 35,380 35,380
Piedmont Tool & Supply Co.,Inc Bowling Green, SC Fixture Jan-98 0 28,730 28,730
Pinski Weiner Grasso, MD Windsor, CT Medical Mar-93 0 41,481 41,481
Pizza Innovative Equipment Co. Rancho Cordova, CA Restaurant Nov-92 0 25,351 25,351
Pk Graphics, Inc. Clarksville, MD Computers Sep-97 0 33,330 33,330
Plainfield Medical Center Windsor, CT Medical Mar-93 0 46,899 46,899
Planet Video, Inc. Waukesha, WI Fixture Oct-97 0 53,954 53,954
Poli-Twine Western, Inc. Dead Deal Manufacturing &
Production Mar-95 1,082,910 92,090 1,175,000
Poly Tech Industries, Inc. Madison Heights, MI Computers Mar-93 0 28,085 28,085
Polygraphex Systems, Inc. Clearwater, FL Computers Sep-97 0 86,475 86,475
Postma Dairy Stephenville, TX Agriculture Sep-97 0 29,159 29,159
Precision Automotive Engineers Birmingham, AL Automotive Nov-92 0 26,170 26,170
Preferred Health Strategies Rye, NY Computers Aug-95 0 25,469 25,469
Preferred Leads Indianapolis, IN Computers Feb-98 0 25,591 25,591
Preferred Packaging San Dimas, CA Manufacturing &
Production Aug-96 0 51,578 51,578
Premier Graphics, Inc. Phoenix, AZ Printing Oct-97 0 38,541 38,541
Presbyterian Hospital In The New York, NY Material Handling Feb-93 76,925 6,483 83,408
Presta & Associates Dba, San Bruno, CA Computers Jan-98 0 37,876 37,876
Prestige Financial Services Corp. Deerfield Beach, FL Computers Nov-97 0 33,173 33,173
Prime Energy Mgmt Corp. Stamford, CT Telecommunications May-93 0 26,479 26,479
Prime Tanning Berwick, ME Manufacturing &
Production Mar-94 0 59,796 59,796
Princeton Armored Services Trenton, NJ Manufacturing &
Production Aug-95 0 37,790 37,790
Printing Plus, Inc. Tucson, AZ Copiers May-96 0 58,996 58,996
Pro Car Care of Garland Garland, TX Automotive Nov-92 0 25,738 25,738
Producto Machine Company, Inc. Bridgeport, CT Manufacturing &
Production Mar-93 0 50,289 50,289
Professional Dental Assoc. Franklin, MA Medical Dec-97 0 29,004 29,004
Professional Touch Answering Grapevine, TX Computers Nov-92 0 25,738 25,738
Pro-Lign (A Partnership) Orange, CA Manufacturing &
Production Aug-95 0 25,973 25,973
Pros, Inc. Stratford, CT Computers Mar-93 0 35,512 35,512
Pro-Tech Manufacturing, Inc. San Antonio, TX Computers Mar-93 0 31,754 31,754
Prudential Empire of NY Pomona, NY Furniture Nov-92 0 28,211 28,211
PSCU Service Centers, Inc. Tampa, FL Computers Jul-93 0 110,031 110,031
PTC Aerospace Litchfield, CT Telecommunications May-93 0 25,565 25,565
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Public Petroleum Inc. Marshfield, MA Fixture Oct-96 0 52,025 52,025
Pulmonary Dis. Spec. Center Passaic, NJ Medical Aug-95 0 28,150 28,150
Purcell Natural Jojoba Avila Beach, CA Manufacturing &
Production Jul-96 0 56,559 56,559
Pure Software Inc. Sunnyvale, CA Furniture Apr-93 0 94,119 94,119
Pure Software, Inc. Sunnyvale, CA Computers Mar-93 0 124,107 124,107
Purvis Disposal Houston, TX Transportation Mar-93 0 57,589 57,589
Qmed, Inc. Laurence Harbor, NJ Furniture Mar-93 0 30,872 30,872
Quality Care Review, Inc. Middletown, CT Computers Mar-93 0 27,033 27,033
Quality Web Dba Michael Roach Inc. Gainsville, FL Computers Aug-97 0 58,303 58,303
Queen Anne Hotel San Francisco, CA Fixture Jun-95 0 38,625 38,625
Quick Set Mailers, Inc. Monroe, NY Printing Oct-97 0 38,468 38,468
R.B. Ventures, Inc. Channelview, TX Manufacturing &
Production Sep-97 0 55,247 55,247
Rain Tree Cafe San Francisco, CA Restaurant Dec-96 0 34,841 34,841
Rainbow Industries, Inc. Chantilly, VA Material Handling Mar-93 0 44,799 44,799
Raje Inc. Ocean, NJ Medical Aug-95 0 28,724 28,724
Ralin Medical, Inc. Buffalo Grove, IL Medical Feb-98 0 39,863 39,863
Ramada Inn Dba Lifetime Fortunes,
Inc. Livingston, TX Furniture Aug-97 0 52,091 52,091
Ramada Inn Mystic Mystic, CT Telecommunications May-93 0 54,027 54,027
Ramsey Taylor Johnston Windsor, CT Medical Mar-93 0 48,753 48,753
Rappoport/Metropolitan New York, NY Computers Mar-93 0 43,566 43,566
Ratchford & Mc Daniel Windsor, CT Medical Mar-93 0 37,917 37,917
Raymond Engineering, Inc. Middletown, CT Telecommunications May-93 0 39,102 39,102
Ray'S Machines Dba, Ray Staples Milton, NH Manufacturing &
Production Nov-97 0 26,978 26,978
Re/Max Acclaimed Reality Cincinnati, OH Office Equipment Nov-92 0 30,844 30,844
Red Blazer Restaurant & Pub Concord, NH Restaurant Nov-92 0 30,824 30,824
Refuse Systems Cleveland, OH Construction Mar-93 0 51,059 51,059
Regan Engineering & Srvc Corp. Providence, RI Manufacturing &
Production May-95 0 30,268 30,268
Regency Telecommunications Houston, TX Computers Apr-95 0 29,883 29,883
Regina O. Hillsman MD Naugatuck, CT Medical Aug-95 0 27,389 27,389
Regional School District Higganum, CT Telecommunications Mar-93 0 25,165 25,165
Rembrandt Stampng & Embos Pennsauken, NJ Manufacturing &
Production Aug-95 0 36,098 36,098
Remington Products Inc. Bridgeport, CT Telecommunications May-93 0 80,745 80,745
Rent Savers V Dba, Ft Lauderdale, FL Telecommunications Dec-97 0 33,021 33,021
Reserve Iron & Metal Chicago, IL Structure Mar-94 0 361,000 361,000
Restaurant Management Nw Inc. Portland, OR Retail Jun-95 0 605,814 605,814
Rhone-Poulenc Basic Shelton, CT Computers Mar-93 0 35,517 35,517
Ricardo'S Of Las Vegas, Inc. Las Vegas, NV Restaurant Jan-98 0 62,575 62,575
Richard Marrus, Md Cohoes, NY Medical Dec-96 0 71,643 71,643
Richwood Food Stores Dba, Zenith South Houston, TX Restaurant Nov-97 0 54,964 54,964
Rick's Quality Printing Cocoa, FL Printing May-93 0 25,077 25,077
Riverside Gas & Oil, Inc. Chestertown, NY Computers Nov-97 0 35,837 35,837
Riverside Sand Company Jones, OK Office Equipment Nov-92 0 26,981 26,981
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Riviera Quality Cleaners Redondo Beach, CA Computers Nov-92 0 28,342 28,342
Roadhouse Grill Dba,Roadhouse Las Vegas, NV Restaurant Nov-97 0 435,339 435,339
Robert Gohrs Photography Montoursville, PA Computerss Jan-97 0 42,221 42,221
Robert Morgan & Company, Inc. Battle Creek, MI Manufacturing &
Production Jun-94 28,137 3,141 31,278
Robustelli Coporate Services Stamford, CT Telecommunications May-93 0 28,108 28,108
Robustelli Corporate Services Stamford, CT Telecommunications May-93 0 48,281 48,281
Rockbestos Company, Inc. East Granby, CT Telecommunications May-93 0 179,251 179,251
Rockville Family Physician Windsor, CT Medical Mar-93 0 29,106 29,106
Rocuant Crop. Culver City, CA Computers Jun-96 0 55,212 55,212
Rod's Sign & Neon Company Elberton, GA Manufacturing &
Production Jan-95 0 26,935 26,935
Ron Baker Chevrolet/Isuzu National City, CA Automotive Sep-97 0 31,149 31,149
Ron'S Wood World, Inc. Richmond Hills, GA Manufacturing &
Production Jul-96 0 46,508 46,508
Rowland Inc. Rocky Hill, CT Telecommunications May-93 0 30,157 30,157
Royal Laundry Of Texas, Inc. Arlington, TX Fixture Aug-97 0 53,030 53,030
Rubber Craft Corp. Gardena, CA Manufacturing &
Production Mar-93 0 46,391 46,391
Rudolph G. Bruhel, DDS Bullhead, AZ Medical Nov-92 0 30,428 30,428
S.J.A. Society Inc Virginia Beach, VA Computers Feb-96 0 37,165 37,165
S.M.F. American Inc. Billerica, MA Furniture Mar-96 0 91,530 91,530
S.W.L. Corporation Denver, CO Fixture Sep-97 0 261,555 261,555
Safe-T-Child, Inc. Austin, TX Video Production Jul-96 0 35,206 35,206
Saigon Moi Supermarket, Inc. Westminster, CA Fixture Nov-97 0 47,390 47,390
Sandefur Companies Sanford, FL Medical Mar-93 0 31,538 31,538
Sandefur Companies Sanford, FL Medical Mar-93 0 44,402 44,402
Sandvik Milford Corp. Branford, CT Telecommunications Mar-93 0 27,414 27,414
Santa Anna Smog Repair Santa Anna, CA Manufacturing &
Production Dec-97 0 36,863 36,863
Saraga Oriental Market Bloomington, IN Fixture Nov-97 0 26,472 26,472
Sargent Manufacturing Company New Haven, CT Telecommunications May-93 0 202,316 202,316
Sat Link, Inc. Stamford, CT Telecommunications Aug-96 0 60,148 60,148
Savco Drugs, Inc. Baton Rouge, LA Computers Mar-93 0 27,197 27,197
Savings Bank Life Insurance Hartford, CT Telecommunications May-93 0 45,086 45,086
Scan Code, Inc. East Hartford, CT Retail Mar-93 0 42,670 42,670
Schmidt & Sons, Inc. Gonzales, TX Fixture Nov-97 0 25,628 25,628
Schwartz Coffee Enterprises Deer Park, NY Restaurant Mar-93 0 43,741 43,741
Schwartz Coffee Enterprises Deer Park, NY Restaurant Mar-93 0 43,202 43,202
Screen Printing Plus Indianapolis, IN Manufacturing &
Production Nov-92 0 30,599 30,599
Scriver Oklahoma City, OK Retail Sep-93 1,171,883 265,692 1,437,575
Scriver Oklahoma City, OK Retail Sep-93 42,220 9,397 51,618
SDC Properties, Inc. Hilton Head, SC Computers Jan-95 0 26,186 26,186
Sea Empress Seafood Restaurant Gardenia, CA Restaurant Oct-97 0 60,996 60,996
Seaberg Audio Services Fresno, CA Computers Nov-92 0 30,144 30,144
Seabrite Corp. Denver, PA Automotive Dec-97 0 49,060 49,060
Seabury And Smith Inc. Washington, DC Telecommunications Jun-97 0 95,077 95,077
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Seacoast Telecommunciations Dover, NH Telecommunications Nov-92 0 28,726 28,726
Seafare Seafood Restaurant Murrells Inlet, SC Restaurant Nov-92 0 32,713 32,713
Selective Chiropractic Services Dillon, SC Medical Sep-97 0 34,029 34,029
Senior Care Center Of America Cherry Hill, NJ Furniture Feb-98 0 49,567 49,567
Sentinal Printers Dba Gong Lin Santa Cruz, CA Printing Aug-97 0 39,772 39,772
Seoul House & Cheonwon Corp. Edison, NJ Restaurant Jan-98 0 57,041 57,041
Shaffner Coffee Company, Inc. Winston-Salem, NC Restaurant Mar-93 0 42,903 42,903
Shake The Nations Dba World Focus
Ministries Sacramento, CA Video Prodroduction Sep-97 0 33,380 33,380
Shalimar Sportswear Carle Place, NY Computerss Apr-96 0 37,083 37,083
Shelburg of Tucson Tucson, AZ Computers Nov-92 0 30,750 30,750
Sheplers, Inc. Witchita, KS Computers Oct-93 0 991,120 991,120
Sheppard Ambulance Transport Philadelphia, NJ Medical Oct-96 0 29,814 29,814
Shirey Thomason OD Thousand Oaks, CA Medical Aug-95 0 32,187 32,187
Shoreline Care Ltd Partnership North Branford, CT Telecommunications May-93 0 80,886 80,886
Shutterbug Photo Centers Aiken, SC Telecommunications Aug-95 0 43,769 43,769
Sibson & Co., Inc. Princeton, NJ Computers Mar-93 0 29,009 29,009
Sigma Associates Dba Apogee Assoc. Columbus, GA Video Prodroduction Oct-97 0 51,657 51,657
Signs Now Of Oregon Portland, OR Printing Nov-97 0 29,574 29,574
Signs of the Times Las Vegas, NV Telecommunications Nov-92 0 31,772 31,772
Sikorsky Aircraft Divison Stratford, CT Telecommunications May-93 0 65,692 65,692
Silver Systems, Inc. Wyndmoor, PA Printing Sep-96 0 43,053 43,053
Skf Usa, Inc. King Of Prussia, PA Telecommunications Jun-97 0 247,947 247,947
Smugglers Enterprises, Inc. Punta Gorda, FL Restaurant Jul-93 0 25,081 25,081
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 44,367 44,367
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 48,187 48,187
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,248 45,248
SNA, Inc. Cincinnati, OH Restaurant Mar-93 0 45,350 45,350
Soaring Eagle Outerwear LLC Minot, ND Manufacturing &
Production Sep-95 0 29,329 29,329
Soccer World Dba Soccer Sports,
Inc. Hayward, CA Fixture Sep-97 0 49,475 49,475
Softaware, Inc. Marina Del Rey, CA Fixture Oct-97 0 47,548 47,548
Solid Waste Disposal, Inc. Larose, LA Transportation Mar-93 0 26,777 26,777
Somerset Diner Somerset, NJ Restaurant Nov-97 0 52,503 52,503
Somerville Foreign Auto Repair Cambridge, MA Automotive Nov-92 0 26,298 26,298
Soothe Your Soul Dba, Redondo Beach, CA Furniture Jan-98 0 27,053 27,053
Sophtech Dba, Sophisticated Tech. Torrance, CA Computerss Jan-97 0 48,293 48,293
Soup Exchange Hollywood, FL Restaurant Nov-92 0 31,157 31,157
South Bay Cardiovascular Bayshore, NY Computers Aug-95 0 40,506 40,506
South Shore Veterinary Staten Island, NY Computers Aug-95 0 29,256 29,256
South Texas Deli Partners San Antonio, TX Restaurant Dec-97 0 57,980 57,980
South Windsor South Windsor, CT Telecommunications May-93 0 64,368 64,368
Southern Cross O'Fallon, MO Computers Mar-93 0 30,431 30,431
Southern New England Federal New Haven, CT Telecommunications Mar-93 0 25,489 25,489
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Southwest Auto Supply Little Rock, AR Computers Mar-93 0 38,858 38,858
Southwest Nephrology Evergreen Park, IL Computers Sep-96 0 33,872 33,872
Spa Elysium Ltd. Erdenheim, PA Retail Nov-92 0 26,558 26,558
Spectral Systems, Inc. Irvington, NY Manufacturing &
Production Mar-93 0 35,687 35,687
Spectrascan Imaging Services Windsor, CT Medical Mar-93 0 28,668 28,668
Spectrascan Imaging Systems Windsor, CT Medical Mar-93 0 38,828 38,828
Spectrum Color Images San Luis Bispop, CA Printing Jan-97 0 57,825 57,825
Speer Air Conditioning Denville, NJ Manufacturing &
Production Aug-95 0 47,513 47,513
Spic 'N Span Cleaners, Inc Memphis, TN Manufacturing &
Production Dec-96 0 48,200 48,200
Spring House Inn Lagrange, GA Restaurant Nov-92 0 34,054 34,054
Spruce Creek Development Summerfield, FL Agriculture Mar-93 0 45,594 45,594
St John's Home Health Agency Miramar, FL Furniture May-94 23,857 2,668 26,525
Standard Knapp Inc. Portland, CT Telecommunications May-93 0 40,961 40,961
Standard Oil Of Connecticut Bridgeport, CT Telecommunications May-93 0 29,552 29,552
Stanley Rockwell Co. Hartford, CT Environmental Mar-93 0 26,466 26,466
Staples, Inc. Framingham, MA Retail Jun-94 136,194 19,100 155,295
Staples, Inc. Framingham, MA Computers Jun-94 1,818,271 277,723 2,095,995
Starter Sportswear, Inc. New Haven, CT Telecommunications May-93 0 274,772 274,772
Stephen C. Allen MD PC New York, NY Medical Aug-95 0 37,267 37,267
Steve A. Hamric Memphis, TN Restaurant Apr-95 0 51,132 51,132
Stirling & Stirling Inc. Milford, CT Telecommunications May-93 0 47,474 47,474
STM Industries, Inc. Randolph, MA Computers Mar-93 0 25,753 25,753
Stockbridge Truck Painting & Stockbridge, GA Manufacturing &
Production Dec-97 0 30,254 30,254
Stone Safety Corp. Fairfield, CT Telecommunications May-93 0 28,286 28,286
Structured Computer Systems Avon, CT Telecommunications Mar-93 0 26,453 26,453
Studio One, Inc. New York, NY Fixture Jan-97 0 34,135 34,135
Sturm Ruger & Company Inc. Southport, CT Telecommunications May-93 0 28,340 28,340
Sturm Ruger & Company Inc. Southport, CT Telecommunications May-93 0 63,815 63,815
Suarez, Omar E., D.M.D. North Bergen, NJ Medical Jan-97 0 26,701 26,701
Sublime Music, Inc. Hollywood, CA Audio Dec-96 0 33,001 33,001
Subway Enterprises, Inc. Quincy, FL Restaurant Nov-92 0 29,283 29,283
Summit Imaging Inc Akron, OH Medical Oct-95 0 58,146 58,146
Sun & Skin Care Research, Inc. Melbourne, FL Manufacturing &
Production Dec-97 0 58,216 58,216
Sunshine Products Dba, Linkens Cerritos, CA Computers Nov-97 0 35,258 35,258
Super Star Video Dba, Tejal, Inc. Winthrop, MA Furniture Dec-97 0 30,449 30,449
Super Textile, Inc. Knoxville, TN Manufacturing &
Production Mar-93 0 38,919 38,919
Superior Bar & Grill Inc. Birmingham, AL Restaurant Equipment Oct-95 0 347,480 347,480
Susan Domuczicz West Briggwater, MA Restaurant Mar-93 0 40,637 40,637
Sutter Audio Tallahassee, FL Automotive Nov-92 0 31,496 31,496
Sweet Water Restaurant New York, NY Computers Nov-92 0 26,681 26,681
Swen'S Schwinn Cyclery, Inc. Salt Lake City, UT Video Prodroduction Oct-97 0 55,030 55,030
Synquest, Inc. Norcross, GA Computerss Dec-96 0 27,324 27,324
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Synquest, Inc. Norcross, GA Computerss Jan-97 0 26,151 26,151
T & T Liquors Inc. Lake Hopatcong, NJ Retail Aug-95 0 34,492 34,492
T.B.G. of Great Neck, Inc. Whitestone, NY Restaurant Oct-94 0 312,000 312,000
Taco Mac Dba, Subway & Cay Chris Tucker, GA Fixture Nov-97 0 60,361 60,361
Tans R Us, Inc. West Palm Beach, FL Manufacturing &
Production Nov-92 0 27,751 27,751
Technovision Communications San Diego, CA Video Prodroduction Nov-97 0 54,948 54,948
Tectonic Industries Berlin, CT Telecommunications May-93 0 25,813 25,813
Tele-Pizza Gift Services Vista, CA Computers Nov-92 0 31,468 31,468
Telescope Casual Fixture, Inc. Granville, NY Computers Mar-93 0 33,398 33,398
Teltronics, Inc. Sarasota, FL Computers Dec-97 0 39,377 39,377
Terence Murphy Md PC Mamaroneck, NY Medical Aug-95 0 29,368 29,368
Texas Provisions, Inc. Houston, TX Manufacturing &
Production Dec-97 0 49,294 49,294
Texas State Communications Houston, TX Telecommunications Nov-92 0 26,067 26,067
Textile Unlimited Corp. Torrance, CA Computers Feb-98 0 36,337 36,337
Thai Classic Corp. Chantilly, VA Restaurant Nov-92 0 28,207 28,207
The Aaron Group Dba Aaron,
Thomas & Hogue Chatsworth, CA Printing Aug-97 0 53,349 53,349
The Allen Products Co. Milford, CT Computers Mar-93 0 32,047 32,047
The Alley Companies Little Rock, AR Retail Dec-94 0 130,739 130,739
The Amity Street Cafe Dba Laux, C. Homestead, PA Restaurant Jan-97 0 78,840 78,840
The Burbank Tennis Center Burbank, CA Fixture Sep-97 0 33,444 33,444
The Connecticut Muffin Co.,Inc New York, NY Restaurant Jan-98 0 32,702 32,702
The Consortium For Worker
Education New York, NY Furniture Oct-97 0 388,702 388,702
The Cyberweb Cafe New City, NY Computers Sep-97 0 60,444 60,444
The Electric Beach San Bruno, CA Furniture Nov-92 0 27,492 27,492
The Futures Group Inc. Glastonbury, CT Telecommunications May-93 0 25,019 25,019
The Grand Union Company Wayne, NJ Retail Mar-95 0 281,978 281,978
The Grand Union Company Wayne, NJ Retail Dec-93 0 344,982 344,982
The Herzog-Hart Group, Inc. Boston, MA Computers Jun-94 24,317 2,652 26,969
The Hollywood Stage Dba, Hollywood, CA Video Prodroduction Jan-98 0 44,095 44,095
The Hull Printing Company, Inc. Meriden, CT Computers Mar-93 0 32,490 32,490
The J.M. Ney Company Bloomfield, CT Telecommunications May-93 0 75,786 75,786
The Keith Companies Costa Mesa, CA Computers Nov-97 0 52,597 52,597
The LTA Group, Inc. North Bergen, NJ Computers Mar-94 0 85,143 85,143
The Magnolia Studios, Inc. Burbank, CA Audio Oct-97 0 57,208 57,208
The Maiden Foundry Sandy, OR Computerss Sep-96 0 28,629 28,629
The Negative Shop Charlotte, NC Printing Jan-97 0 52,913 52,913
The Planet 4 Kidz, Inc. Jackson, MS Video Production Jan-97 0 34,020 34,020
The Printing Press, Inc. Boise, ID Printing Mar-95 0 28,965 28,965
The Royal Bank Of Scotland New York, NY Computers Mar-93 0 37,575 37,575
The Sand Bar Restaurant Anna Maria, FL Retail Jan-97 0 46,563 46,563
The Sherwood Group Inc. Northbrook, IL Computers Jan-96 0 29,044 29,044
The Sports Center By Ron Langhorne, PA Medical Mar-93 0 35,904 35,904
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
The Women's Health Group Windsor, CT Medical Mar-93 0 50,236 50,236
Thornburg Logging Wallace, CA Manufacturing &
Production Nov-97 0 39,693 39,693
Thunderbird Greely Inc. San Diego, CA Furniture Feb-98 0 139,688 139,688
Thurston Foods, Inc. Wallingford, CT Computers May-93 0 41,872 41,872
Timex Waterbury, CT Telecommunications May-93 0 164,926 164,926
Tims Amusements Inc. Hickory Tavern, SC Fixtures May-97 0 100,000 100,000
Tire Eagle, Inc. Apopka, FL Material Handling Mar-93 0 36,264 36,264
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 25,223 25,223
Titan Sports, Inc. Stamford, CT Telecommunications Mar-93 0 36,065 36,065
Tkc Reprographics Omaha, NE Copiers Dec-97 0 73,810 73,810
Tokarczyk Enterprises, Inc. Eastwood, KY Manufacturing &
Production Jan-98 0 50,991 50,991
Tom Orza Distribution Selden, NY Restaurant Mar-93 0 40,857 40,857
Tony's Guns & Police Supplies Sumter, SC Fixture Nov-97 0 46,439 46,439
Topolewski America, Inc. Encino, CA Material Handling Dec-96 0 46,177 46,177
Torrington Co Torrington, CT Telecommunications May-93 0 572,136 572,136
Torsys, Inc. Manhattan Beach, CA Computers Sep-97 0 34,968 34,968
Tournament Players Club Cromwell, CT Telecommunications May-93 0 107,027 107,027
Town of Plymouth Terryville, CT Telecommunications Mar-93 0 26,456 26,456
Trad-A-House Corp. Slidell, LA Fixture Mar-94 0 850,949 850,949
Trading Merchandise Stafford, VA Restaurant Aug-96 0 51,620 51,620
Trager And Trager, PC Fairfield, CT Telecommunications Mar-93 0 45,368 45,368
Transformer Service, Inc. Concord, NH Fixture Mar-93 0 41,384 41,384
Transit Air Conditining Winter Garden, FL Restaurant Jul-96 0 97,037 97,037
Transtrachael Systems, Inc. Englewood, CO Fixture Sep-97 0 38,394 38,394
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 55,906 55,906
Travelers Insurance Company Hartford, CT Telecommunications May-93 0 47,518 47,518
Treats Bakery Cafe Washington, DC Restaurant Nov-92 0 31,460 31,460
Tri Con Geophysics, Inc. Denver, CO Computerss Nov-96 0 30,252 30,252
Tri State Communications F/K/A
Northern Tarrytown, NY Telecommunications Sep-97 0 26,681 26,681
Triangle Funding Corp. Sterling, VA Computers Nov-97 0 52,308 52,308
Tri-Star Machines Tewsbury, MA Manufacturing &
Production Aug-96 0 34,176 34,176
Tri-State Communications, Llc Tarrytown, NY Telecommunications Nov-97 0 30,444 30,444
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 28,892 28,892
Triton Fuel Group, Inc. Dallas, TX Material Handling Mar-93 0 37,320 37,320
Triton Fuel Group, Inc. Dallas, TX Fixture Mar-93 0 57,783 57,783
Triumph Corporation Tempe, AZ Manufacturing &
Production Jan-98 0 768,583 768,583
Tropical Screw Products Miami, FL Manufacturing &
Production Nov-92 0 31,460 31,460
TW Recreational Services, Inc. Orlando, FL Telecommunications Mar-93 0 42,388 42,388
Tyler Cooper New Haven, CT Telecommunications May-93 0 73,532 73,532
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 39,170 39,170
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 30,544 30,544
Tyler Cooper & Alcorn New Haven, CT Computers May-93 0 34,673 34,673
Typed Letters Corp. Wichita, KS Manufacturing &
Production Sep-92 0 106,105 106,105
Typed Letters Corp. Wichita, KS Manufacturing &
Production Sep-92 0 40,019 40,019
Typography Plus Dania, FL Computerss Apr-96 0 26,129 26,129
U.S. Health Care Reports Falmouth, ME Computerss Jan-97 0 32,331 32,331
U.S. Osiris Corp. Dallas, TX Computerss Dec-96 0 95,220 95,220
U3S Corp/Dba Must Software Norwalk, CT Telecommunications May-93 0 27,440 27,440
U3S Corp/Dba Must Software Norwalk, CT Telecommunications May-93 0 57,859 57,859
Ultimate Dog, Inc. & The Allstar Pittsburgh, PA Restaurant Dec-97 0 55,131 55,131
Ultra Diagnostics, Inc. Hingham, MA Medical Mar-93 0 41,462 41,462
Ultra Mart, Inc. La Grange, GA Computers Nov-97 0 78,341 78,341
Union Camp Richmond, VA Telecommunications May-93 0 44,735 44,735
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 38,600 38,600
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 75,198 75,198
United Credit Counseling Svc. Columbia, MD Furniture Nov-97 0 177,028 177,028
United Illuminating New Haven, CT Telecommunications May-93 0 26,306 26,306
United Medical Centers Eagle Pass, TX Computers Mar-95 0 299,376 299,376
United Way of Connecticut, Inc. Hartford, CT Telecommunications Mar-93 0 43,407 43,407
Universal Seismic Assoc. Sugerland, TX Fixture Apr-95 0 26,318 26,318
University Cardiovascular Med. Los Angeles, CA Medical Dec-97 0 47,444 47,444
University Of Southern Ca Farmington Hill, MI Telecommunications Nov-96 315,847 195,912 511,759
Uno Mill, Inc. Tempe, AZ Restaurant Mar-94 0 602,000 602,000
Up Town Body & Fender Oakland, CA Automotive Nov-92 0 32,654 32,654
Urban League of Greater Hartford Hartford, CT Telecommunications Mar-93 0 29,690 29,690
Us Mortgage Reduction, Inc. Jensen Beach, FL Computers Aug-97 0 35,728 35,728
US Repeating Arms Company, Inc. New Haven, CT Telecommunications May-93 0 219,508 219,508
USI Of Westchester Elmsford, NY Computers May-93 0 27,309 27,309
USI, Inc. Branford, CT Telecommunications May-93 0 61,353 61,353
USX Corp. Pittsburgh, PA Manufacturing &
Production Sep-94 0 2,862,296 2,862,296
USX Corp. Pittsburgh, PA Manufacturing &
Production Sep-94 1,236,437 49,457 1,285,895
Uvalde County Clinic Uvalde, TX Computerss Apr-96 0 83,134 83,134
V & J Restaurant Red Bank, NJ Restaurant Jan-98 0 54,863 54,863
Vacation Escape, Inc. Boca Raton, FL Telecommunications Jul-96 0 39,535 39,535
Valley Best Way Building Spokane, WA Computers Mar-93 0 26,664 26,664
Valley Stream Sch Dist. Valley Stream, NY Telecommunications May-93 0 27,288 27,288
Valve Technologies, Inc. Houston, TX Manufacturing &
Production Jan-97 0 56,217 56,217
Van Den Bergh Foods Company Atlanta, GA Environmental Feb-93 0 78,864 78,864
Van Gogh Offset Plat Co. New York, NY Manufacturing &
Production Aug-95 0 40,008 40,008
Van Gorderr Studios Inc Fairfield, CT Fixture Aug-95 0 34,638 34,638
Vaxa International Inc. San Diego, CA Computers Apr-95 0 35,070 35,070
Venerable Companies, Ltd. New York, NY Fixture Nov-97 0 38,176 38,176
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Venice Bakery Dba,Ronic, Inc. Garfield, NJ Restaurant Nov-97 0 42,899 42,899
Vermont Yankee Nuclear Brattleboro, VT Manufacturing &
Production Mar-94 0 165,888 165,888
Vertex Group, Inc. Los Angeles, CA Telecommunications Jan-98 0 26,856 26,856
Veterinary Emergency Richmond, VA Medical Dec-96 0 37,865 37,865
Video-It, Inc. Culver City, CA Video Production Jan-97 0 44,072 44,072
Viking Air Tools, Inc. Indanapolis, IN Manufacturing &
Production Dec-93 0 89,992 89,992
Viking Air Tools, Inc. Indianapolis, IN Manufacturing &
Production Jan-94 0 110,663 110,663
Viking Air Tools, Inc. Indianapolis, IN Manufacturing &
Production Mar-94 0 43,874 43,874
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 56,147 56,147
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 31,568 31,568
Villa Enterprises Ltd. Morristown, NJ Restaurant Mar-93 0 37,513 37,513
Virtuoso Dba, Wm. S. Sparling Greensboro, NC Telecommunications Nov-97 0 29,502 29,502
Visicom Laboratories Inc. San Diego, CA Manufacturing &
Production Aug-95 0 32,964 32,964
Vitrex Corp. Ogden, UT Computers Oct-97 0 27,945 27,945
Vk Productions, dba Van Karn W. Hollywood, CA Audio Nov-96 0 55,145 55,145
Vnr-1 Video Public Relations, Inc. Arlington, TX Video Prodroduction Oct-97 0 55,124 55,124
Vogt Construction Co., Inc. Omaha, NE Computers Mar-95 0 32,368 32,368
Volante's Ranch Market, Inc. Rancho Santa Fe, CA Retail Nov-92 0 29,972 29,972
Voyale Corp. Cleveland, OH Computers Aug-95 0 34,843 34,843
Vraneberry'S, Inc. Brandon, OR Manufacturing &
Production Dec-97 0 59,716 59,716
Waggoner Shumate Printing Rogers, AR Printing Dec-92 59,662 5,778 65,440
Wagner College Staten Island, NY Environmental Mar-93 0 44,174 44,174
Waltec American Forgings, Inc. Waterbury, CT Computers Mar-93 0 26,944 26,944
Wang's International, Inc. Memphis, TN Material Handling Dec-92 946,723 333,462 1,280,185
Wang's International, Inc. Memphis, TN Fixture Dec-93 591,042 285,442 876,484
Warren/Kremer/Cmp/Advertising,
Inc. New York, NY Computers Aug-97 0 52,558 52,558
Warren-Taylor Corp. New York, NY Restaurant Aug-96 0 56,630 56,630
Waterford Hotel Group, Inc. Waterford, CT Computers Mar-93 0 38,174 38,174
Welding Equip & Supply Corp. Greenwich, CT Material Handling Mar-93 0 50,739 50,739
West Coast Video of Falls Church Falls Church, VA Computers Nov-92 0 32,713 32,713
West Hollywood Printing & Copy Los Angeles, CA Printing Jan-97 0 39,918 39,918
Western Franchise Development,
Inc. Dublin, CA Restaurant Sep-97 0 284,878 284,878
Western Franchise Development,
Inc. Dublin, CA Restaurant Oct-97 0 103,584 103,584
Western Giant Enterprises, Inc. Los Angeles, CA Medical Dec-97 0 66,888 66,888
Western Interstate Mortgage Orange, CA Computers Oct-97 0 52,679 52,679
Western Property Financial, Inc. Irvine, CA Telecommunications Feb-93 0 27,205 27,205
Western State Univ. Of So. Ca Fullerton, CA Other - Books Nov-97 0 51,233 51,233
West-Reeves, Inc. Waxahatchie, TX Manufacturing &
Production Feb-95 0 34,101 34,101
WFSB TV-3 Hartford, CT Telecommunications May-93 0 65,647 65,647
What's Cooking Newport Beach, CA Computers Nov-92 0 31,460 31,460
Whelen Engineering Company Chester, CT Telecommunications May-93 0 85,982 85,982
Whiting Products Inc Hamden, CT Telecommunications May-93 0 33,153 33,153
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Series E at March 31,
1998:
<TABLE>
<CAPTION>
Total Cash
Original Lessee Date Financing Expended Acquisition
or Equipment User Location Equipment Purchased (1) (2) Cost (3)
- ------------------------------- --------------- --------------- ---------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
William A Schmidt & Sons, Inc. Chester, PA Manufacturing &
Production Mar-93 0 28,961 28,961
William Carter Company Shelton, CT Telecommunications May-93 0 47,049 47,049
William Pressley & Associates Cambridge, MA Computers Nov-92 0 25,232 25,232
Willow Oaks Farm, Inc. Columbia, SC Restaurant Dec-96 0 27,674 27,674
WINK Investment Group Bloomingdale, IL Restaurant Nov-92 0 30,388 30,388
Winn Associates, Inc. Foster City, CA Copiers Aug-94 0 30,026 30,026
Wisconsin Color Press, Inc. Milwaukee, WI Printing Jan-98 0 47,272 47,272
Wisconsin Truss, Inc. Cornell, WI Computers Mar-93 0 26,664 26,664
Witter Gas & Oil Port Allegany, PA Fixture Aug-96 0 37,346 37,346
Women's Health Consultants Chicago, IL Computers Feb-93 0 37,576 37,576
Women's Medical Care Newburgh, NY Medical Mar-93 0 30,101 30,101
Woodlawn Construction Co., Inc. Ashland, VA Computers Oct-97 0 28,217 28,217
Woodway Country Club Darien, CT Telecommunications Mar-93 0 28,071 28,071
Worcester Brothers Company, Inc. Baltimore, MD Manufacturing &
Production Mar-93 0 30,735 30,735
World Gym Poughkeepsie, Inc. Poughkeepsie, NY Medical Mar-93 0 26,500 26,500
World Gym Stamford Stamford, CT Medical Mar-93 0 25,883 25,883
World Wide Security Systems Garden City, NY Computers Dec-97 0 57,336 57,336
Wymore Ob-Gyn Windsor, CT Medical Mar-93 0 47,995 47,995
Xerox Corp. Webster, NY Fixture Jan-97 243,065 111,141 354,206
Young Men's Christian Center Stamford, CT Fixture Mar-93 0 34,635 34,635
Your Video Productions Costa Mesa, CA Video Prodroduction Sep-97 0 48,296 48,296
Yves' Bistro Anaheim, CA Restaurant Nov-92 0 28,556 28,556
YWC, Inc. Monroe, CT Telecommunications Mar-93 0 30,856 30,856
Zbr Publications, Inc. Haverhill, MA Printing Sep-97 0 46,025 46,025
Total Equipment transactions less than $25,000 1,798,978 61,649,681 63,448,659
------------ ------------ ------------
$63,066,702 $174,731,966 $237,798,668
============ ============ =============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P., Series E at March 31, 1998
pursuant to leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------------ -------------------- -------------------- -------------------
<S> <C> <C> <C>
Manufacturing & Production $ 21,188,624 $ 1,429,974 $ 22,618,598
Aircraft 18,053,706 702,508 18,756,214
Retail Systems 12,394,629 385,587 12,780,216
Computer Systems 5,449,493 2,593,428 8,042,921
Restaurant Equipment 4,679,742 1,890,316 6,570,058
Office Furniture&Fixtures 3,666,355 1,947,934 5,614,289
Telecommunications 3,770,676 839,375 4,610,051
Material Handling 1,561,102 130,259 1,691,361
Medical 682,112 372,278 1,054,390
Printing 492,585 416,761 909,346
Automotive 596,075 51,260 647,335
Construction 303,589 316,196 619,785
Mining Equipment 0 558,796 558,796
Audio 176,271 247,923 424,194
Miscellaneous 0 259,830 259,830
Copiers 90,152 71,103 161,255
Office Equipment 75,174 20,008 95,182
-------------------- -------------------- -------------------
$ 73,180,285 $ 12,233,536 $ 85,413,821
==================== ==================== ===================
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
21-44 Utopia Parkway Restaurant Washingtonville, NY Fixture Mar-95 $0 $29,650 $29,650
3 East 48th Restaurant, Inc. New York, NY Retail Jun-94 0 26,897 26,897
A C Color Separators Los Angeles, CA Printing Feb-95 0 41,118 41,118
A. I. Leasing Inc. Herndon, VA Aircraft Aug-96 18,186,117 1,409,839 19,595,956
A.F. Salciccia, Inc. Campbell, CA Retail Apr-94 0 27,931 27,931
A.J.L.C. Inc. Alamonte Spring, FL Restaurant Equipment Dec-95 0 31,118 31,118
A.J.L.C. Inc. Altamonte Spring, FL Restaurant Equipment Sep-95 0 39,620 39,620
A.W. Chesterton Company Stoneham, MA Manufacturing &
Production Jan-96 118,415 12,062 130,477
A.W. Chesterton Company Stoneham, MA Manufacturing &
Production Jan-96 217,267 22,296 239,563
A.W. Chesterton Company Stoneham, MA Copiers Jan-96 206,026 14,099 220,126
A.W. Chesterton Company Stoneham, MA Telecommunications Jan-96 114,538 11,923 126,461
Act Manufacturing Inc. Hudson, MA Furniture Jan-96 71,318 6,643 77,961
Act Manufacturing Inc. Hudson, MA Computers Jan-96 589,879 55,535 645,414
Act Manufacturing Inc. Hudson, MA Manufacturing &
Production Jan-96 618,516 64,137 682,653
Act Manufacturing Inc. Hudson, MA Telecommunications Jan-96 134,943 14,228 149,172
Action Printech, Inc. Westland, MI Printing Feb-95 0 163,066 163,066
Ad Press Communications Greensboro, NC Printing Feb-95 0 54,897 54,897
Ad-Mat Coasters USA, Inc. Johnson City, TN Printing Feb-95 0 55,658 55,658
Advance Mailing & Fulfillment Marietta, GA Printing Feb-95 0 32,885 32,885
Advanced Graphics, Inc. Sandy, UT Printing Feb-95 0 53,999 53,999
Advanco Fore Protection Montclair, CA Material Handling Jul-96 0 44,189 44,189
Advertising Systems, Inc. Marlton, NJ Computers Jul-96 0 56,727 56,727
Aero Bookbinding Sterling, VA Printing Feb-95 0 91,318 91,318
Afc Cable Systems Inc. New Bedford, MA Manufacturing &
Production Jan-96 2,083,928 233,936 2,317,864
Air Age Images Valencia, CA Computers Apr-96 0 26,138 26,138
Alaska Air Seatle, WA Transportation Mar-95 16,316,603 3,630,337 19,946,940
Alberto's Printing San Francisco, CA Printing Feb-95 0 26,813 26,813
Alden Graphics, Inc. Lincoln Park, MI Printing Feb-95 0 55,763 55,763
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,699,221 347,976 3,047,197
All Pro Photo Lab,Inc. River Grove, IL Printing Oct-96 0 53,499 53,499
All Star Printing, Inc. Woodstock, GA Printing Feb-95 0 51,579 51,579
Allen Printing Co. Nashville, TN Printing Feb-95 0 122,663 122,663
Allied Printing Services Inc. Manchester, CT Manufacturing &
Production Jan-96 401,449 54,708 456,157
Allied Printing Services Inc. Manchester, CT Computers Jan-96 84,339 7,259 91,598
Alvmar, Inc. Lawrence, KS Agriculture Mar-95 0 37,934 37,934
American Advertising Federation Washington, DC Printing Feb-95 0 35,792 35,792
American Foundrymen's Society Des Plaines, IL Printing Feb-95 0 36,551 36,551
Amvets National Headquarters Lanham, MD Printing Feb-95 0 29,071 29,071
Anderson Performance Printing Cookeville, TN Printing Feb-95 0 580,736 580,736
Antoine Bonsorte N. Hollywood, CA Computers Aug-96 0 44,049 44,049
ARG Enterprises, Inc. Newport Beach, CA Restaurant Dec-94 0 583,037 583,037
Arrow Comp, Inc. West Boylston, MA Manufacturing &
Production Feb-95 0 55,110 55,110
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Artco Printing, Inc. Boiceville, NY Printing Feb-95 0 69,370 69,370
Artcraft Photo Lab, Inc. Statesville, NC Printing Feb-95 0 40,079 40,079
Arthur Morgan Publishing Co. Morton Grove, IL Computers Feb-95 0 237,800 237,800
Asa Solutions, Inc Scottsdale, AZ Computerss Jan-97 0 39,262 39,262
Atlanta Printing & Design Smyrna, GA Printing Feb-95 0 48,510 48,510
Augat, Inc. Mansfield, MA Computers Mar-95 1,111,386 97,107 1,208,493
Augustin Graphics Fullerton, CA Printing Feb-95 0 72,442 72,442
Aveka, Inc. Woodbury, MN Manufacturing &
Production Feb-97 0 49,904 49,904
Bailey Oil Co., Inc. Heyburn, ID Material Handling Mar-95 0 115,273 115,273
Banana Blueprint, Inc. Costa Mesa, CA Printing Feb-95 0 68,351 68,351
Best Shot, Inc. Landover, MD Printing Feb-95 0 43,209 43,209
Bet Inc. Atlanta, GA Construction Dec-95 16,990,448 5,073,822 22,064,270
Birchwood Marketing Graphics Rancho Cucamong, CA Computers Feb-95 0 27,414 27,414
Bistro 821 Dba, Mikli
Enterprises, Inc. Naples, FL Retail Jan-97 0 27,608 27,608
Black Lab, Inc. Richmond, VT Printing Feb-95 0 35,945 35,945
Blacktop Industries Kenova, WV Manufacturing &
Production Aug-95 0 54,335 54,335
Blazing Pages, Inc. Huntington Beac, CA Printing Feb-95 0 118,039 118,039
Bmg Printing Holbrook, NY Printing Feb-95 0 121,201 121,201
Boge/Nelson, Inc. Anaheim, CA Manufacturing &
Production Feb-95 0 70,269 70,269
Brenlar Investments, Inc. Novaro, CA Furniture Oct-94 0 312,090 312,090
Brett Corp. San Diego, CA Printing Feb-95 0 33,178 33,178
Brett Corp. San Diego, CA Printing Feb-95 0 86,013 86,013
Brevard County School Board Melbourne, FL Printing Feb-95 0 43,978 43,978
Brian D. Mudd DDS Oceanside, CA Computers Aug-95 0 35,593 35,593
Brookville Group, Inc. Melville, NY Medical May-96 0 37,239 37,239
Brt Video Inc. Ft. Lauderdale, FL Computers Nov-95 0 50,193 50,193
Burns & Kent, Inc. Atlanta, GA Printing Feb-95 0 25,609 25,609
Bybee Studios San Francisco, CA Computers Oct-96 0 30,985 30,985
C&A Industries, Inc. Omaha, NE Printing Feb-95 0 104,341 104,341
California Bottling Co. Auburn, CA Manufacturing &
Production Jan-97 0 34,230 34,230
Camino West Coast Service Redlands, CA Computers Aug-95 0 32,857 32,857
Carrousel Saloon, Inc. West Mifflin, PA Restaurant Sep-94 0 94,554 94,554
Cartersville Letter Shop, Inc. Cartersville, GA Printing Feb-95 0 33,952 33,952
Central Typesetting, Inc. San Diego, CA Printing Feb-95 0 362,431 362,431
Chia Financial Group Pico Rivers, CA Retail Jan-96 0 30,958 30,958
CIS Corporation Montvale, NJ Telecommunications Nov-96 0 2,753,118 2,753,118
CIS Corporation Collegeville, PA Telecommunications Nov-96 8,265,902 2,880,326 11,146,228
CJ Printing Montclair, CA Printing Feb-95 0 63,150 63,150
Clancy's Inc. Noblesville, IN Restaurant Oct-96 0 618,000 618,000
Coastal Offset Preparations Santa Ana, CA Printing Feb-95 0 42,061 42,061
Color On Line New Berlin, WI Printing Feb-95 0 39,236 39,236
Coloredge, Inc. Newport Beach, CA Printing Feb-95 0 185,685 185,685
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Colour Concepts Riverside, CA Manufacturing &
Production Feb-95 0 183,665 183,665
Colours Printing & Graphics Irvine, CA Printing Feb-95 0 64,543 64,543
Com/Tech Communication New York, NY Manufacturing &
Production Aug-95 0 58,004 58,004
Commercial Food Equipment Co. Tempe, AZ Computerss Jan-97 0 33,299 33,299
Compuflex Systems Edison, NJ Computers Jun-96 0 99,228 99,228
Concept II Graphics, Inc. Baltimore, MD Manufacturing &
Production Feb-95 0 117,790 117,790
Coppinger & Affiliates Cleveland, TN Printing Feb-95 0 47,018 47,018
Copy Corner, Inc. San Diego, CA Printing Feb-95 0 25,592 25,592
Corporate Printing, Inc. Tampa, FL Printing Feb-95 0 30,602 30,602
Creative Directors, Inc. Coral Gables, FL Manufacturing &
Production Feb-95 0 26,041 26,041
Creative Playthings Herndon, PA Manufacturing &
Production Jun-95 343,336 35,301 378,637
Creative Playthings Ltd. Framingham, MA Material Handling Jan-96 39,397 4,607 44,004
Creative Playthings Ltd. Framingham, MA Manufacturing &
Production Jan-96 272,439 30,196 302,634
Creative Printing & Graphic Orlando, FL Printing Feb-95 0 26,196 26,196
Crooks Printing Service, Inc. Hollywood, FL Printing Feb-95 0 27,801 27,801
Crooks Printing Service, Inc. Hollywood, FL Printing Feb-95 0 29,214 29,214
Cumberland Farms Inc. Canton, MA Manufacturing &
Production Oct-95 0 3,200,554 3,200,554
Curtin & Pease/Peneco, Inc. Tampa, FL Printing Feb-95 0 28,549 28,549
Custom Black & White Santa Ana, CA Printing Feb-95 0 55,227 55,227
D.G.A. Printing, Inc. Sterling Height, MI Printing Feb-95 0 25,710 25,710
D.S.I. Graphics, Inc. Irvine, CA Printing Feb-95 0 47,158 47,158
David Levey Concord, CA Restaurant Equipment Aug-95 0 85,143 85,143
David Levey Concord, CA Restaurant Equipment Sep-95 0 117,421 117,421
Delco Oil, Inc. Deland, FL Fixtures Oct-96 0 124,673 124,673
Dicon Inc. Fairlawn, NJ Manufacturing &
Production Aug-95 0 46,388 46,388
Digit Imaging Centers, Inc. Minneapolis, MN Computers Feb-95 0 163,080 163,080
Diversifax, Inc. Valley Stream, NY Manufacturing &
Production Feb-97 0 59,690 59,690
DJ's Woodshop St. Augustine, FL Computers Oct-96 0 33,377 33,377
DLD Partners Sand City, CA Manufacturing &
Production Apr-96 0 30,875 30,875
Doran Printing Co. Inc. New Brunswick, NJ Manufacturing &
Production Aug-95 0 31,505 31,505
Doyle Printing & Offset Co., Inc. Landover, MD Printing Feb-95 0 126,596 126,596
Draughon Brothers, Inc. Fayetteville, NC Audio Nov-96 0 59,049 59,049
Duncan Oil Company, Inc. Beavercreek, OH Fixture Mar-94 0 116,421 116,421
E. John Schmitz & Sons, Inc. Sparks, MD Printing Feb-95 0 32,377 32,377
E.R.S. Wash Inc. Glouster, MA Restaurant Equipment Nov-95 0 52,487 52,487
Eagle Graphics, Inc. Wall, NJ Printing Feb-95 0 49,511 49,511
Eberle Communications Group Mclean, VA Furniture Nov-94 0 119,407 119,407
Economy Motels, Inc. Shreveport, LA Fixture Jun-94 0 42,320 42,320
Econ-O-Plate, Inc. Los Angeles, CA Printing Feb-95 0 39,520 39,520
Econ-O-Plate, Inc. Los Angeles, CA Printing Feb-95 0 316,135 316,135
Editran, Inc. Milwaukee, WI Video Production Oct-96 0 31,807 31,807
Edwards Graphic Arts, Inc. Des Moines, IA Printing Feb-95 0 38,291 38,291
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Electric Pencil Los Angeles, CA Computers Feb-95 0 37,768 37,768
Electro Graphics Fountain Valley, CA Printing Feb-95 0 58,499 58,499
Electronic Publishing Services Kahului, HI Printing Feb-95 0 88,012 88,012
Eli's, Inc. Omaha, NE Manufacturing &
Production Mar-95 0 410,745 410,745
Eli's, Inc. Omaha, NE Printing Feb-95 0 362,433 362,433
Eli's, Inc. Omaha, NE Computers Feb-95 0 33,797 33,797
Elk Litho Service, Inc. Fraser, MI Printing Feb-95 0 35,633 35,633
Elmwood Park Physcl Therapy Elmwood Park, NJ Medical Aug-95 0 38,614 38,614
Enhanced Commnctns New Castle, DE Furniture Jul-96 0 50,544 50,544
Entrepreneur, Inc. Irvine, CA Printing Feb-95 0 43,448 43,448
Equinox Travel Inc. Manhasset, NY Manufacturing &
Production Aug-95 0 30,195 30,195
Eurocolor Corp. San Francisco, CA Office Equipment Aug-95 0 27,724 27,724
Ever Ready Printers San Francisco, CA Printing Feb-95 0 25,092 25,092
Executive Computer Services Clearwater, FL Printing Feb-95 0 27,373 27,373
Eye Four Color, Inc. Marina Del Rey, CA Printing Feb-95 0 47,067 47,067
F & F General Corp. Brooklyn, NY Computers Aug-95 0 47,752 47,752
Fairfield Center East Orange, NJ Manufacturing &
Production Aug-95 0 50,393 50,393
Fender Mender, Inc. Ft. Lauderdale, FL Automotive Jan-97 0 60,969 60,969
Fidelity Printing Corp. Saint Petersbur, FL Printing Feb-95 0 33,213 33,213
Fidelity Printing Corp. Saint Petersbur, FL Printing Feb-95 0 75,061 75,061
Field Fresh Foods Inc. Inglewood, CA Restaurant Feb-97 0 55,524 55,524
Fitch Graphics Ltd. New York, NY Printing Feb-95 0 62,674 62,674
For Color Springfield, IL Printing Feb-95 0 25,014 25,014
Fordick Corp. Lenexa, KS Manufacturing &
Production Jan-95 0 28,250 28,250
Fox Family Printing Las Vegas, NV Printing Feb-95 0 115,553 115,553
Fox Family Printing Las Vegas, NV Printing Feb-95 0 51,829 51,829
France Croissant, Ltd. New York, NY Restaurant Oct-96 0 52,450 52,450
Frantz Printing Service, Inc. Dallas, TX Printing Feb-95 0 43,863 43,863
Fredco Manufacturer's Mission Viego, CA Computers Apr-94 0 26,079 26,079
G & W Enterprises, Inc. Sacramento, CA Printing Feb-95 0 81,747 81,747
General Computer Corp. Twinsburg, OH Computers Aug-95 0 46,784 46,784
Gesek's, Inc. Glen Burnie, MD Automotive Nov-94 0 27,829 27,829
Girardo & Decaro Cardiolo Philadelphia, PA Medical Aug-95 0 31,874 31,874
Glenville Family Dental Glenville, NY Computers Aug-95 0 26,209 26,209
Global Graphics, Inc. Elmhurst, IL Computers Feb-95 0 51,499 51,499
Global Group, Inc. Fort Worth, TX Printing Feb-95 0 33,277 33,277
Glory Bound Nashville, TN Printing Feb-95 0 51,168 51,168
Gopher State Litho Corp. Minneapolis, MN Printing Feb-95 0 69,910 69,910
Graphicomm San Diego, CA Printing Feb-95 0 26,212 26,212
Graphics Plus Printing, Inc. Cortland, NY Printing Feb-95 0 260,067 260,067
Great Impressions, Inc. Nashville, TN Printing Feb-95 0 42,082 42,082
Greece Central School District North Greece, NY Printing Feb-95 0 41,635 41,635
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Grossmont Medical Center La Mesa, CA Computers Aug-95 0 27,239 27,239
Guffey Enterprises, Inc. Mammoth Lakes, CA Retail Jul-96 0 31,757 31,757
H.W. Shepherd & Sons, Inc Richburg, SC Manufacturing &
Production Dec-96 0 38,812 38,812
Hafer Marketing Corp. Clearwater, FL Manufacturing &
Production Oct-95 0 47,614 47,614
Haig Press, Inc. Plainview, NY Printing Feb-95 0 48,906 48,906
Haig's Printing Palm Springs, CA Printing Feb-95 0 33,566 33,566
Hamco Corp. Poughkeepsie, NY Printing Feb-95 0 443,524 443,524
Hamco Corp. Poughkeepsie, NY Printing Feb-95 0 26,382 26,382
Hampton Pediatric Dental Southampton, NY Medical Aug-95 0 28,955 28,955
Harvard Pinnacle Group Harvard, MA Manufacturing &
Production Aug-95 0 30,535 30,535
Hauppauge Record Manuf. Hauppauge, NY Manufacturing &
Production Nov-96 0 65,759 65,759
Healthsmart Inc. Ossining, NY Manufacturing &
Production Aug-95 0 36,202 36,202
Heritage Printing & Graphics Lexington Park, MD Printing Feb-95 0 62,626 62,626
Hodgins Printing Co., Inc. Batavia, NY Printing Feb-95 0 36,113 36,113
Home Paramount Pest Control Co. Baltimore, MD Printing Feb-95 0 37,676 37,676
Hotopp Associates Limited New York, NY Computers Feb-96 0 58,646 58,646
Howard Schwartz Recording New York, NY Audio Equipment Aug-95 0 43,608 43,608
Howard University Washington, DC Printing Feb-95 0 125,401 125,401
HSM Packaging Syracuse, NY Printing Feb-95 0 26,008 26,008
Hunt Valley Motor Coach, Inc. Hunt Valley, MD Computers Mar-95 0 34,977 34,977
Ibbetson Enterprises Mount Laurel, NJ Manufacturing &
Production Apr-96 0 56,511 56,511
Idom Inc. Newark, NJ Furniture Aug-95 0 35,487 35,487
Industrial Printing Anaheim, CA Manufacturing &
Production Feb-95 0 52,197 52,197
Ink On Paper Printing Co. Farmington Hill, MI Printing Feb-95 0 37,979 37,979
Inland Color Graphics Corona, CA Printing Feb-95 0 201,733 201,733
Inland Color Graphics Corona, CA Printing Feb-95 0 28,353 28,353
Inland Printworks Riverside, CA Printing Feb-95 0 110,604 110,604
Institute Publishing, Inc. Loganville, GA Printing Feb-95 0 227,055 227,055
Institute Publishing, Inc. Loganville, GA Printing Feb-95 0 27,568 27,568
Institutional Laundry Services Lakewood, NJ Manufacturing &
Production Aug-95 0 39,636 39,636
Intellisys Technology Corp. Fairfax, VA Printing Feb-95 0 28,768 28,768
Interactive Sites, Inc. Phoenix, AZ Office Equipment. Nov-96 0 28,701 28,701
Inter-Link Investment Visalia, CA Furniture Jun-96 0 55,078 55,078
International Circuits &
Components Anaheim, CA Computers Jul-96 0 59,350 59,350
International Software Frederick, MD Printing Feb-95 0 50,695 50,695
International Software Frederick, MD Printing Feb-95 0 177,146 177,146
International Software Frederick, MD Printing Feb-95 0 42,216 42,216
Intersolv, Inc. Rockville, MD Computers Dec-94 956,149 99,775 1,055,923
Intersolve, Inc. Rockville, MD Computers Mar-95 2,373,543 314,047 2,687,590
Interstate Graphics Dayton, OH Printing Feb-95 0 58,119 58,119
IPS Corporation Gardena, CA Printing Feb-95 0 26,606 26,606
Isons Kwick Printing Center Winter Park, FL Printing Feb-95 0 36,636 36,636
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
J & B Finishing Tucker, GA Printing Feb-95 0 47,067 47,067
J & M Ventures Morgan Hill, CA Manufacturing &
Production Apr-96 0 54,083 54,083
J & M Ventures, Inc. Morgan Hill, CA Manufacturing &
Production Mar-96 0 46,382 46,382
J & R Graphics, Inc. Hanover, MA Printing Feb-95 0 207,509 207,509
J K Strauss, Inc. Indianapolis, IN Printing Feb-95 0 26,872 26,872
J.M. Rosen Corp. Petaluma, CA Retail Jul-96 0 50,375 50,375
Jaguar Litho, Inc. Anaheim, CA Computers Feb-95 0 166,979 166,979
Jimmy the Printer Upland, CA Printing Feb-95 0 48,982 48,982
John M. Riddle Mendota, CA Medical Feb-96 0 58,295 58,295
Joseph Sansevere DMD Flemington, NJ Medical Aug-95 0 41,026 41,026
JP Graphics & Printing Lake Elsinore, CA Printing Feb-95 0 27,996 27,996
JRS Trucking, Inc. & A & J
Container Springfld Gdns, NY Material Handling Jan-97 0 31,079 31,079
K T Press Orlando, FL Printing Feb-95 0 49,745 49,745
K.C. Gutenberg, Inc. Phoenix, AZ Printing Feb-95 0 249,944 249,944
Kaminer & Thomson, Inc. Charlottesville, VA Printing Feb-95 0 122,579 122,579
Kandall Fabr. & Supply East Rutherford, NJ Computers Aug-95 0 32,696 32,696
Kennel-Aire, Inc. Plymouth, MN Fixtures Nov-96 0 43,777 43,777
Kevin Berg & Assoc., Inc. Chicago, IL Office Equipment. Nov-96 0 57,676 57,676
Keystone Custodian Funds Boston, MA Computers Mar-95 2,000,558 242,355 2,242,913
Keystone Investment Mgmt Co. Boston, MA Computers Sep-95 421,324 49,527 470,851
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,382 34,382
Kilpatrick Graphics Marietta, GA Printing Feb-95 0 34,230 34,230
Kilpatrick Graphics Marietta, GA Manufacturing &
Production Feb-95 0 48,083 48,083
Kings Smile Dental & Medical Brooklyn, NY Medical Aug-95 0 34,647 34,647
Knight's Inc. Beebe, AR Retail Oct-95 0 128,694 128,694
Knight'S Inc. Beebe, AR Retail Jun-95 0 125,141 125,141
Kobayashi Electronics Corp. Long Beach, CA Furniture Jan-97 0 31,584 31,584
Kochar/Gurprett MD Ridley Park, PA Medical Aug-95 0 41,546 41,546
Kohn, Inc. Owings Mills, MD Printing Feb-95 0 51,178 51,178
Kolton/Shimlock & Gruss New York, NY Medical Aug-95 0 29,853 29,853
Korobkin & Associates Irvine, CA Computers Feb-95 0 25,614 25,614
Kovin Corp., Inc. San Diego, CA Printing Feb-95 0 26,330 26,330
L.A.W. Development Corp. N. Miami Beach, FL Restaurant Jul-96 0 36,386 36,386
La Grange Printers, Inc. La Grange, IL Printing Feb-95 0 36,537 36,537
Laberge Printers, Inc. Orlando, FL Printing Feb-95 0 27,512 27,512
Laguna Graphic Design Irvine, CA Printing Feb-95 0 25,076 25,076
Laguna Graphics Arts Irvine, CA Printing Feb-95 0 49,380 49,380
Lasergraphics Printing Torrance, CA Printing Feb-95 0 45,049 45,049
Laws Technology, Inc. Hickory, NC Manufacturing &
Production Jul-96 0 46,205 46,205
Leavens Awards Co Inc. Attleboro, MA Computers Aug-95 0 54,711 54,711
Legend Lithograph Van Nuys, CA Printing Feb-95 0 30,884 30,884
Lenexa Dental Group Chartered Lenexa, KS Telecommunications Dec-94 0 35,338 35,338
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Lettermen Inc. Blane, MN Manufacturing &
Production Sep-95 0 26,525 26,525
Limra International Inc. Windsor, CT Computers Jan-96 490,477 46,494 536,971
Lisa M Mcconnell, Inc. San Diego, CA Printing Feb-95 0 104,938 104,938
Litho Impressions, Inc. Temple Hills, MD Printing Feb-95 0 195,078 195,078
Litho Legends, Inc. Fairfax, VA Printing Feb-95 0 34,845 34,845
Lodge Laser Graphics Las Vegas, NV Printing Feb-95 0 40,214 40,214
Lote Enterprises Chicago, IL Restaurant Equipment Feb-96 0 30,415 30,415
Lotus Productions Inc Atlanta, GA Video Production Oct-96 0 43,639 43,639
Lowes & Kendis, Inc. Tustin, CA Computers Feb-95 0 343,309 343,309
M Copiers, Inc. San Diego, CA Printing Feb-95 0 58,378 58,378
Mac Press Group, Inc. Hyde Park, MA Printing Feb-95 0 209,961 209,961
Main Office Supply Coshocton, OH Printing Feb-95 0 42,963 42,963
Manufacturer's Products Warren, MI Manufacturing &
Production Sep-96 0 258,267 258,267
Manufacturers Products Co. Warren, MI Manufacturing &
Production Dec-95 0 846,717 846,717
Manufacturers Products Co. Warren, MI Manufacturing &
Production Apr-96 0 218,566 218,566
Marick, Inc. Phoenix, AZ Printing Feb-95 0 52,869 52,869
Mario G. Loomis MD PC Middletown, NY Computers Aug-95 0 31,252 31,252
Mark Levenson MD New York, NY Medical Aug-95 0 37,475 37,475
Mark Popkin MD Morristown, NJ Medical Aug-95 0 31,076 31,076
Marsh Printing, Inc. Gainesville, FL Printing Feb-95 0 28,217 28,217
Mates Graphics Corp. Clifton, NJ Computers Mar-96 0 36,865 36,865
Max Loftin's Quality Graphics Santa Ana, CA Printing Feb-95 0 326,634 326,634
Mazhar Elamir MD Jersey City, NJ Medical Aug-95 0 41,805 41,805
McK's Tavern dba, Claddagh, Inc. New Smyrna Bch., FL Retail Feb-97 0 28,212 28,212
Mega Mart Inc. Astoria, NY Retail Aug-95 0 45,774 45,774
Mekong Printing Santa Ana, CA Printing Feb-95 0 137,276 137,276
Mekong Printing Santa Ana, CA Printing Feb-95 0 65,238 65,238
Mel Printing Co., Inc. Melvindale, MI Printing Feb-95 0 36,206 36,206
Melco Group, Inc. Fishers, IN Printing Feb-95 0 36,193 36,193
Meldrum Associates, Inc. Sommersville, NJ Computers Jul-96 0 29,419 29,419
Merlin Group Colorado Spring, CO Fixtures Jul-96 0 44,404 44,404
Met Food Dba, JCA Food Corp Jamaica, NY Fixtures Jan-97 0 51,937 51,937
Metro Graphics, Inc. Orlando, FL Printing Feb-95 0 52,588 52,588
Michael Gershanok DDS Scarsdale, NY Medical Aug-95 0 27,174 27,174
Microtrek Enterprises Inc. New York, NY Telecommunications Jun-95 0 44,888 44,888
Millflow Spice Corp. Lindenhurst, NY Manufacturing &
Production Aug-95 0 29,345 29,345
Miltburne Drug Co. Melrose Park, IL Retail Aug-95 0 33,425 33,425
Mini-Maid Systems, Inc. Coeur D Alene, ID Printing Feb-95 0 289,781 289,781
Mise En Place Inc. Tampa, FL Computers Mar-96 0 27,086 27,086
Mixed Media Dba, Martin Bamanian Glendale, CA Printing Feb-97 0 36,547 36,547
Modern Age Business Forms Phoenix, AZ Manufacturing &
Production Feb-95 0 52,456 52,456
Mohammed Jawed Garland, TX Manufacturing &
Production Jun-95 0 31,828 31,828
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Monitor, Co. Cambridge, MA Computers Jun-95 779,370 58,517 837,887
Moon & Stars Specialty Foods Los Angeles, CA Restaurant Jun-95 0 28,043 28,043
Morgan's Creative Restaurant Beachwood, OH Restaurant Jun-95 0 138,653 138,653
Morris Lithostrippers Anaheim, CA Printing Feb-95 0 30,619 30,619
Moss Beach Distillery Moss Beach, CA Restaurant Oct-96 0 50,757 50,757
Multi-Image Graphics, Inc. Buffalo, NY Manufacturing &
Production Feb-95 0 115,349 115,349
My Own Printing Co. Anaheim, CA Printing Feb-95 0 27,654 27,654
N.Y.C.B. Enterprises,Inc. Parsipanny, NJ Restaurant Oct-96 0 32,948 32,948
Nanda D'Aleo DDS Inwood, NY Medical Aug-95 0 34,230 34,230
Nassau County Eye Associcates Garden City, NY Medical Aug-95 0 29,907 29,907
National Wire Alloy, Inc. Fountain Inn, SC Manufacturing &
Production Nov-94 0 33,180 33,180
Nationwide Business Systems Norcross, GA Printing Feb-95 0 29,922 29,922
Needleworks Inc. Millersburg, PA Manufacturing &
Production Aug-95 0 48,740 48,740
Nehoc Enterprises Coral Springs, FL Manufacturing &
Production Jul-96 0 53,029 53,029
Network Circuit Technologies Redmond, WA Manufacturing &
Production Nov-95 0 93,598 93,598
Network Printing, Inc. Gaithersburg, MD Manufacturing &
Production Feb-95 0 39,297 39,297
News World Communications, Inc. Washington, DC Manufacturing &
Production Feb-95 0 204,921 204,921
Newscape Technology Seattle, WA Computers Jul-96 0 61,213 61,213
NFA Corp. Chestnut Hill, MA Manufacturing &
Production Jan-96 2,251,872 260,524 2,512,396
Niehaus Ryan Group S.San Francisco, CA Furniture Oct-96 0 50,255 50,255
Nix Printing Columbus, GA Printing Feb-95 0 41,675 41,675
No Anchovies Italian Restaurant Palm Beach, FL Restaurant Mar-95 0 205,485 205,485
Norman Smith MD Florham Park, NJ Computers Aug-95 0 30,802 30,802
Nyt Video News International Conshohocken, PA Manufacturing &
Production Aug-95 0 25,421 25,421
Oakdale Printing Pleasant Ridge, MI Printing Feb-95 0 40,176 40,176
Occupational & Hand Therapy Orland Park, IL Manufacturing &
Production Aug-95 0 26,237 26,237
Ocean Medical Group PC Brooklyn, NY Medical Aug-95 0 26,111 26,111
Ohio Clinic For Aesthetic C/O Westlake, OH Medical Aug-95 0 30,250 30,250
Old Dominion Freight Line Highpoint, NC Manufacturing &
Production Mar-95 402,443 42,460 444,903
Omni Printing, Inc. Clearwater, FL Printing Feb-95 0 141,345 141,345
Onfopower Internat'L.,Inc. Heathrow, FL Furniture Oct-96 0 52,450 52,450
Open Development Corp. Norwood, MA Computers Apr-96 0 55,125 55,125
Open Development Corp. Norwood, MA Computers Jun-96 0 53,303 53,303
Orange County Nameplate Co., Inc. Santa Fe Spring, CA Printing Feb-95 0 35,942 35,942
Orthodontics For Children Haddonfield, NJ Medical Aug-95 0 27,807 27,807
Output San Francisco, CA Printing Feb-95 0 36,829 36,829
Ozark Printing, Inc. Ozark, MO Printing Feb-95 0 61,954 61,954
Pacific Bagel Partners, L.P. Rancho Snta Mar, CA Restaurant Jan-97 0 304,273 304,273
Pacific Equity Services Vancouver, WA Computers Jul-96 0 50,127 50,127
Pacific Homes Woodland Hills, CA Telecommunications Mar-96 0 31,272 31,272
Pacific Homes Woodland Hills, CA Telecommunications Apr-96 0 32,562 32,562
Pacific West Litho, Inc. Anaheim, CA Printing Feb-95 0 118,017 118,017
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Palm Print, Inc. West Palm Beach, FL Printing Feb-95 0 27,921 27,921
Patricia L. Johnson DMD Philadelphia, PA Medical Aug-95 0 32,381 32,381
Peninsula Blueprint, Inc. Mountain View, CA Computers Mar-96 0 31,270 31,270
Peninsula Printing Corporation Newport News, VA Printing Feb-95 0 37,967 37,967
People'S Value Services, Inc. West Orange, NJ Fixtures Jan-97 0 25,461 25,461
Performance Press, Inc. Orlando, FL Printing Feb-95 0 67,956 67,956
Phillips Productions, Inc. Dallas, TX Video Production Jun-94 0 82,844 82,844
Phoenix Manufacturers Inc. Mcallen, TX Manufacturing &
Production Aug-95 0 27,816 27,816
Photo Finish Las Vegas, NV Manufacturing &
Production Aug-95 0 26,758 26,758
Pioneer Press, Inc. Rockville, MD Printing Feb-95 0 49,752 49,752
Platinum Communications Inc. Dallas, TX Computers Feb-96 0 37,781 37,781
Ponte Vedra Printing, Inc. Ponte Vedra Bea, FL Printing Feb-95 0 43,480 43,480
Popcorn Press, Inc. Troy, MI Printing Feb-95 0 150,780 150,780
Post Modern Edit, Inc. Santa Ana, CA Video Production Jan-97 0 37,456 37,456
Potomac Press, Inc. Sterling, VA Printing Feb-95 0 40,861 40,861
Precision Converter Oxford, PA Printing Feb-95 0 51,328 51,328
Precision Graphics Amherst, NY Printing Feb-95 0 36,038 36,038
Precision Pallets & Lumber Addison, PA Manufacturing &
Production Aug-95 0 33,215 33,215
Precision Pre Press, Inc. Burke, VA Printing Feb-95 0 61,335 61,335
Press Express, Inc. Hanover, MD Printing Feb-95 0 35,157 35,157
Prestige Graphics, Inc. New Berlin, WI Printing Feb-95 0 135,363 135,363
Prestige Graphics, Inc. Las Vegas, NV Printing Feb-95 0 40,349 40,349
Prestige Graphics, Inc. New Berlin, WI Printing Feb-95 0 29,542 29,542
Primary Color Systems
Corporation Irvine, CA Printing Feb-95 0 58,058 58,058
Prime Mover Irvine, CA Printing Feb-95 0 33,823 33,823
Print Perfect, Inc. Batavia, IL Printing Feb-95 0 63,112 63,112
Print Rite Printing & Graphics San Diego, CA Printing Feb-95 0 25,416 25,416
Printastic, Inc. Carlsbad, CA Printing Feb-95 0 75,619 75,619
Printing By Rodney Campbell, CA Printing Feb-95 0 86,395 86,395
Printing Gallery Florence, KY Printing Feb-95 0 77,448 77,448
Printing Impressions, Inc. Pompano Beach, FL Printing Feb-95 0 31,980 31,980
Prism Printing & Design Warren, NJ Printing Aug-95 0 35,752 35,752
Professional Litho Art, Inc. Minneapolis, MN Printing Feb-95 0 111,430 111,430
Professional Packaging Fairfield, NJ Manufacturing &
Production Aug-95 0 28,250 28,250
Prospect Park Press, Inc. West Chesterfie, NH Printing Feb-95 0 106,705 106,705
Proteus Typography, Inc. Palo Alto, CA Printing Feb-95 0 94,788 94,788
Prout/Ross Dds Inc. Tarzana, CA Medical Aug-95 0 28,304 28,304
PRW Holding Corporation Greenwich, CT Retail Apr-94 0 27,050 27,050
Psinet Inc. Herndon, VA Telecommunications Aug-95 0 1,626,078 1,626,078
Quality House Envelope Grants Pass, OR Printing Feb-95 0 37,306 37,306
Quality Printing Services, Inc. Athens, TN Printing Feb-95 0 83,981 83,981
Quick Print & Bindery of Florida Tallahassee, FL Printing Feb-95 0 100,769 100,769
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
R Martin Printing & Design, Inc. Costa Mesa, CA Printing Feb-95 0 34,916 34,916
Racing Technology Corp. Milwaukee, WI Video Production Nov-96 0 53,819 53,819
Rainbow Printing, Inc. Marietta, GA Printing Feb-95 0 240,561 240,561
Rainbow Printing, Inc. Marietta, GA Printing Feb-95 0 29,592 29,592
Rainbow Property Mgt. West Orange, NJ Computers Aug-96 0 33,658 33,658
Reading Cleaner & Tailoring In Reading, MA Manufacturing &
Production Jun-95 0 43,243 43,243
Rehabilitation Associates Utica, NY Manufacturing &
Production Aug-95 0 37,152 37,152
Reliance Graphics, Inc. Marietta, GA Printing Feb-95 0 56,332 56,332
River Valley Family Medical Barryville, NY Manufacturing &
Production Aug-95 0 45,114 45,114
Rmh Sales & Marketing Wynnewood, PA Manufacturing &
Production Aug-95 0 28,478 28,478
Robertshaw Controls Co. New Stanton, PA Manufacturing &
Production Oct-95 49,806 5,904 55,711
Robertshaw Controls Co. Kittery, ME Manufacturing &
Production Oct-95 114,190 14,239 128,428
Roc Communities, Inc. Ellenton, FL Manufacturing &
Production Aug-96 0 63,149 63,149
Rose Casual Dining Inc. Newtown, PA Restaurant Equipment Sep-95 0 268,961 268,961
Royal Business Group, Inc. Oceanside, CA Printing Feb-95 0 393,783 393,783
Royal Press of Central Florida Longwood, FL Printing Feb-95 0 44,349 44,349
RPM Color Graphics San Diego, CA Printing Feb-95 0 67,066 67,066
RSE, Inc. Bakersfield, CA Printing Feb-95 0 184,184 184,184
Ryden, Inc. Austin, TX Printing Feb-95 0 111,669 111,669
Santoro Printing North Hollywood, CA Printing Feb-95 0 28,846 28,846
Satterwhite Printing Co., Inc. Richmond, VA Manufacturing &
Production Feb-95 0 41,603 41,603
Scannercraft, Inc. Salt Lake City, UT Computers Feb-95 0 98,903 98,903
Schmidt-Fletcher Medical Newton, NJ Medical Aug-95 0 31,209 31,209
Schonfeld Securities, Inc. Jericho, NY Furniture Dec-94 0 362,371 362,371
Sciandra Enterprises, Inc. Jacksonville, FL Printing Feb-95 0 33,110 33,110
Scores International, Inc. Boston, MA Audio Feb-97 0 25,206 25,206
Scott E. Newman MD PC Yonkers, NY Medical Aug-95 0 28,054 28,054
Scott-Merriman, Inc. Dallas, TX Printing Feb-95 0 35,583 35,583
Sentinel Printing Co., Inc. Saint Cloud, MN Printing Feb-95 0 45,234 45,234
Shasta Graphics, Inc. El Toro, CA Printing Feb-95 0 35,003 35,003
Shasta Graphics, Inc. El Toro, CA Printing Feb-95 0 189,656 189,656
Shriji Corp. Gallup, NM Furniture Mar-94 0 138,094 138,094
Siebe North Inc. Rockford, IL Manufacturing &
Production Sep-95 242,278 23,016 265,294
Siebe North Inc. Cranston, RI Manufacturing &
Production Sep-95 151,257 14,561 165,818
Simon/Drabkin & Margulies New York, NY Computers Aug-95 0 26,705 26,705
Sir Speedy Printing Canoga Park, CA Printing Feb-95 0 35,056 35,056
Smith Lithographic Arts, Inc. Tustin, CA Printing Feb-95 0 146,438 146,438
Smithkline Beecham Clinical
Labs, Inc. Collegeville, PA Telecommunications Jun-97 0 78,627 78,627
Snewo Graphics, Inc. Tempe, AZ Printing Feb-95 0 41,548 41,548
So. Island Medical Associates Far Rockaway, NY Medical Aug-95 0 26,955 26,955
Somers Leasing Corp. Somers, NY Medical Feb-97 0 25,817 25,817
Sound Chamber Records N. Hollywood, CA Audio Jan-97 0 39,986 39,986
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Spc Semaan Printing Co., Inc. Placentia, CA Printing Feb-95 0 57,450 57,450
Spectrum Graphics Roswell, GA Printing Feb-95 0 26,888 26,888
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 32,051 32,051
Spectrum Press, Inc. Richmond, VA Manufacturing &
Production Feb-95 0 25,090 25,090
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 28,300 28,300
Spectrum Press, Inc. Richmond, VA Manufacturing &
Production Feb-95 0 72,886 72,886
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 48,353 48,353
Spectrum Press, Inc. Richmond, VA Printing Feb-95 0 98,636 98,636
Speedy Bindery, Inc. San Diego, CA Printing Feb-95 0 32,003 32,003
Speedy Bindery, Inc. San Diego, CA Printing Feb-95 0 150,175 150,175
Spindler/Andre & Bellovin Bayside, NY Medical Aug-95 0 31,398 31,398
St. Bernard R.C. Church Levittown, NY Manufacturing &
Production Aug-95 0 36,862 36,862
St. George Quality Car Wash, Inc. St.George, UT Manufacturing &
Production Feb-97 0 25,380 25,380
St. Joseph's University Philadelphia, PA Manufacturing &
Production Feb-95 0 38,535 38,535
St. Mary's Children Syosset, NY Computers Jun-94 0 42,682 42,682
St. Mary's Children Syosett, NY Computers Dec-94 0 91,213 91,213
Staines, Inc. Somerdale, NJ Printing Feb-95 0 25,209 25,209
Standard-Hart Printing Co., Inc. Topeka, KS Manufacturing &
Production Feb-95 0 233,870 233,870
Starr Printing Co. Casselberry, FL Printing Feb-95 0 25,970 25,970
Staunton-Chow Engineers Jersey City, NJ Furniture Oct-96 0 52,752 52,752
Sterling Litho Placentia, CA Printing Feb-95 0 153,287 153,287
Stinnett Printing Maryville, TN Printing Feb-95 0 26,032 26,032
Strube Packing Co. Rowena, TX Restaurant Jul-96 0 34,204 34,204
Sun Photo Morehead City, NC Printing Feb-95 0 48,400 48,400
Supreme Printing Co. Dallas, TX Printing Feb-95 0 204,496 204,496
Swell Printing Irvine, CA Printing Feb-95 0 191,289 191,289
T W Recreational Services, Inc. Yellowstone Nat, WY Printing Feb-95 0 34,014 34,014
T.B.G. of Flushing, Inc. Whitestone, NY Restaurant Nov-94 0 309,000 309,000
Takahiro Kono, Inc. Honolulu, HI Printing Feb-95 0 29,220 29,220
Tani Farms, Inc. Santa Maria, CA Manufacturing &
Production Oct-96 0 55,551 55,551
Taufig Ahmed Ft. Worth, TX Manufacturing &
Production Apr-95 0 27,720 27,720
TBJ Graphic Arts Supply, Inc. Coventry, RI Computers Feb-95 0 29,602 29,602
Technical Graphics Services Severna Park, MD Manufacturing &
Production Feb-95 0 38,390 38,390
Technographics Pontiac, MI Printing Feb-95 0 89,093 89,093
Tendler Printing, Inc. Mableton, GA Printing Feb-95 0 104,956 104,956
Terrapin Cleaners, Inc. Ft. Lauderdale, FL Manufacturing &
Production Sep-94 0 27,001 27,001
Terry W. Slaughter DDS Salinas, CA Computers Aug-95 0 40,120 40,120
Terry'S Autobody & Paint Oceanside, CA Computers Aug-95 0 27,953 27,953
Texas Utilities Services Inc. Dallas, TX Telecommunications Mar-97 0 46,349 46,349
Texas Utilities Services Inc. Dallas, TX Telecommunications Mar-97 186,715 31,830 218,545
Texas Utilities Services, Inc. Dallas, TX Telecommunications Dec-97 0 139,209 139,209
Tex-World, Inc. Marietta, GA Manufacturing &
Production Oct-96 0 50,287 50,287
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
The Art Department of Rome Rome, GA Printing Feb-95 0 30,291 30,291
The Automobile Club of Missouri Saint Louis, MO Manufacturing &
Production Feb-95 0 113,154 113,154
The Bagel Peddler Inc. Tallahassee, FL Restaurant Equipment Nov-95 0 42,669 42,669
The Barton-Gillet Co., Inc. Baltimore, MD Computers Feb-95 0 36,207 36,207
The Big Room Irvine, CA Printing Feb-95 0 124,780 124,780
The Elson Sudi Corporation Pittsburgh, PA Printing Feb-95 0 25,669 25,669
The Fisher Co. Grand Rapids, MI Printing Feb-95 0 25,456 25,456
The Fisher Co. Grand Rapids, MI Printing Feb-95 0 96,944 96,944
The Foxboro Company Foxboro, MA Manufacturing &
Production Dec-94 2,208,437 318,179 2,526,616
The Foxboro Company Foxboro, MA Computers Mar-95 2,719,251 344,980 3,064,231
The Foxboro Company Foxboro, MA Computers Jun-95 1,226,129 88,589 1,314,718
The George Group Inc. Dallas, TX Audio Equipment Feb-96 0 47,167 47,167
The Grand Union Company Wayne, NJ Retail Mar-94 0 285,267 285,267
The Monitor Company Cambridge, MA Computers Mar-95 2,436,477 196,773 2,633,250
The Print Shop Orlando, FL Printing Feb-95 0 42,838 42,838
The Print Shop Orlando, FL Printing Feb-95 0 44,990 44,990
The Printery Greensboro, NC Printing Feb-95 0 30,954 30,954
The Printing Gallery Florence, KY Printing Feb-95 0 39,198 39,198
The Printing Standard Corp. Kennesaw, GA Printing Feb-95 0 36,554 36,554
The Printmaker Ltd. Santa Fe, NM Manufacturing &
Production Feb-95 0 37,174 37,174
The Proceres Companies, Inc. Savage, MD Construction Nov-94 0 32,848 32,848
The West Company Lionville, PA Manufacturing &
Production Mar-95 754,335 100,354 854,689
The World & News Communications Washington, DC Computers Feb-95 0 107,248 107,248
Thorpe Printing Services, Inc. Marysville, MI Printing Feb-95 0 499,345 499,345
Thunder Audio Inc. Lincoln Park, MI Audio Equipment Jan-96 0 61,281 61,281
Thunderbird Press Titusville, FL Printing Feb-95 0 90,708 90,708
TJ Printing, Inc. New Berlin, WI Printing Feb-95 0 40,678 40,678
TLC Printing & Copying Co., Inc. Metairie, LA Printing Feb-95 0 50,498 50,498
Tollgate Laundry Ctr Groton, CT Manufacturing &
Production Aug-96 0 43,057 43,057
Tomken Die Cutting, Inc. Opa Locka, FL Printing Feb-95 0 47,916 47,916
Trade Bindery, Inc. Fort Lauderdale, FL Manufacturing &
Production Feb-95 0 26,310 26,310
Trade Bindery, Inc. Fort Lauderdale, FL Printing Feb-95 0 39,030 39,030
Truck Toys, Inc. Sedro Wooley, WA Automotive Jul-96 0 34,777 34,777
Twin Rivers Printing Madison, NC Manufacturing &
Production Feb-95 0 45,105 45,105
Typography Plus, Inc. Dania, FL Printing Feb-95 0 38,994 38,994
Ultrasound Health Systems Brooklyn, NY Medical Aug-95 0 29,194 29,194
Ultrasound Hlth.Sys Inc. Brooklyn, NY Medical Oct-96 0 48,823 48,823
United Consumers Club San Diego, CA Telecommunications Jan-97 0 37,437 37,437
Universal Press Ltd. San Clemente, CA Printing Feb-95 0 34,585 34,585
Universal Press Ltd. San Clemente, CA Printing Feb-95 0 30,290 30,290
University Residential Bridgeport, CT Furniture Jun-96 0 58,986 58,986
Unlimited Design Resources, Inc. Lawrenceville, GA Manufacturing &
Production Jan-97 0 42,362 42,362
</TABLE>
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Six at March 31, 1998:
<TABLE>
<CAPTION>
Total
Original Lessee Date Financing Cash Acquisition
or Equipment User Location Equipment Purchased (1) Expended (2) Cost (3)
- ------------------------------- -------------------- ------------------- ------------ --------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
US Exterior Distributors Phoenix, AZ Telecommunications Apr-96 0 33,478 33,478
U-Save Auto Rental of America Hanover, MD Printing Feb-95 0 38,371 38,371
V I P Printing, Inc. Hauppauge, NY Printing Feb-95 0 44,860 44,860
Versatype, Inc. Long Beach, CA Printing Feb-95 0 39,883 39,883
Video Plaza Milford, CT Furniture Mar-95 0 29,923 29,923
Viking Bakery dba, BCR Viking
Bake Shop Denville, NJ Restaurant Jan-97 0 27,938 27,938
Viking Color Separations, Inc. Fairfield, CT Printing Feb-95 0 79,584 79,584
Village Of Freeport Inc. Freeport, NY Office Equipment Aug-95 0 39,090 39,090
Vinings Printing Co., Inc. Atlanta, GA Printing Feb-95 0 44,873 44,873
Vinro, Inc. Albuquerque, NM Printing Feb-97 0 45,331 45,331
W C G P, Inc. Van Nuys, CA Printing Feb-95 0 63,728 63,728
Warners,A Div.Of Warnaco Bridgeport, CT Fixtures Nov-96 0 27,722 27,722
Warren & Stiles, Inc. Calhoun, GA Printing Feb-95 0 58,612 58,612
Wayne Provision Co. Vernon, CA Manufacturing &
Production Apr-96 0 56,374 56,374
Wegman Companies, Inc. Rochester, NY Computers Nov-94 0 103,000 103,000
Westcott Press, Inc. Altadena, CA Printing Feb-95 0 316,150 316,150
Westwind Forms & Graphics San Diego, CA Printing Feb-95 0 28,787 28,787
Wholesale Printers, Inc. Norfolk, VA Printing Feb-95 0 27,575 27,575
Wilderness Plantation Holdings,
Inc. Jane Lew, WV Furniture Feb-97 0 49,667 49,667
Winnett Motels, Inc. Asheville, NC Fixture Sep-94 0 32,998 32,998
Winterhawk Graphics, Inc. Hunt Valley, MD Printing Feb-95 0 132,666 132,666
Wissing's, Inc. San Diego, CA Printing Feb-95 0 131,986 131,986
Woodbridge Stereo Woodbridge, NJ Computers Aug-95 0 38,287 38,287
Woodfine Printing Co., Inc. Buffalo, NY Printing Feb-95 0 26,646 26,646
XL Graphics, Inc. Phoenix, AZ Printing Feb-95 0 105,295 105,295
York International Corp. New York, NY Telecommunications Aug-95 0 37,252 37,252
Young Phillips Clemmons, NC Computers Feb-95 0 29,055 29,055
Z T Enterprisess, Inc. Irving, TX Manufacturing &
Production Apr-95 0 35,670 35,670
Total Equipment transactions less than $25,000 168,351 10,963,469 11,131,820
------------ ----------- ------------
$88,798,428 $70,602,318 $159,400,746
============ =========== =============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
TABLE VI
Acquisition of Equipment - Prior Public Programs
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Six at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
----------------------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C>
Aircraft $ 36,659,753 $ 0 $ 36,659,753
Manufacturing & Production 14,747,893 1,206,555 15,954,448
Computer Systems 13,659,779 854,386 14,514,165
Telecommunications 14,169,987 186,024 14,356,011
Printing 1,735,302 121,180 1,856,482
Restaurant Equipment 915,355 346,967 1,262,322
Office Furniture&Fixtures 887,994 149,149 1,037,143
Medical 0 908,466 908,466
Retail Systems 576,780 116,973 693,753
Material Handling 129,488 185,734 315,222
Copiers 224,868 0 224,868
Video Production 80,431 0 80,431
Audio 0 42,338 42,338
Office Equipment 0 37,951 37,951
Agriculture 0 36,829 36,829
-------------------- -------------------- -------------------
$ 83,787,630 $ 4,192,552 $ 87,980,183
==================== ==================== ===================
</TABLE>
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
AAR Chicago, IL Aircraft Nov-97 1,832,359 1,942,300 3,774,659
AJK Associates Islandia, NY Manufacturing & Production Oct-96 $0 $56,361 $56,361
Alexander & Alexander Owings Mills, MD Computers Jan-96 2,805,739 366,163 3,171,902
All Car Distributors Antigo, WI Automotive May-96 0 129,745 129,745
All Car Distributors Antigo, WI Automotive Aug-96 0 147,658 147,658
All Car Distributors Inc. Antigo, WI Automotive Mar-96 0 101,445 101,445
Alpha 1 Products Inc, Hauppauge, NY Computers Oct-96 0 36,546 36,546
America Online , Inc. Dulles, VA Computers Jun-97 11,770,673 714,189 12,484,862
America Online, Inc. Dulles, VA Computers Feb-97 5,574,241 801,620 6,375,861
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,141,857 193,993 2,335,849
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,386,664 217,433 2,604,096
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,457,862 223,919 2,681,781
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 2,681,039 244,251 2,925,291
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,186,815 301,047 3,487,862
Ans Communications, Inc. Purchase, NY Manufacturing & Production Dec-97 3,641,398 329,809 3,971,208
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,687,562 348,351 4,035,913
Ans Communications, Inc. Purchase, NY Computers Oct-97 3,798,716 358,851 4,157,568
Arcade Printing Services North Highlands, CA Printing Nov-96 0 27,652 27,652
Arcade Textiles, Inc. Rock Hill, SC Manufacturing & Production Aug-96 0 116,364 116,364
Audio By The Bay Garden Grove, CA Audio Aug-96 0 59,925 59,925
Automotive Sevice & Parts Wilmington, OH Automotive Sep-96 0 33,062 33,062
AZ 3, Inc. Vernon, CA Mnfctrg & Prdtn Feb-98 0 539,349 539,349
Bio-Medical Devices, Inc. Irvine, CA Manufacturing & Production May-96 0 40,310 40,310
Blount Inc. Montgomery, AL Computers Jan-96 471,271 37,083 508,354
Boca Tecca Cleaners Boca Raton, FL Manufacturing & Production Sep-96 0 53,029 53,029
C & C Finishing No. Babylon, NY Manufacturing & Production Sep-96 0 25,792 25,792
C.J. Menendez Co. Miami, FL Construction May-96 0 50,702 50,702
C.M. Repographics, Inc. Las Vegas, NV Reprographics Jul-96 0 44,804 44,804
C.P. Shades Inc. Sausalito, CA Manufacturing & Production Mar-96 0 247,608 247,608
Carlos Remolina, Md Roselle, NJ Medical Dec-96 0 55,028 55,028
Carnival Cruise Lines Miami, FL Computers Jun-96 877,527 77,826 955,353
CCI Diversified, Inc. Newport Beach, CA Computers Jul-96 0 57,766 57,766
CID Hosiery Mills, Inc. Lexington, NC Manufacturing & Production Oct-96 0 47,658 47,658
CIS Corp. Norcross, GA Telecommunications Mar-97 0 364,823 364,823
CIS Corp. Jersey City, NJ Telecommunications Nov-96 3,870,877 1,319,304 5,190,181
Cleaners Plus Boca Raton, FL Manufacturing & Production Oct-96 0 63,937 63,937
Comm. Task Group,Inc. Buffalo, NY Telecommunications Oct-96 0 51,470 51,470
Comshare Inc. Ann Arbor, MI Computers Sep-96 0 426,019 426,019
Continental Airlines Houston, TX Aircraft Dec-96 9,309,759 2,462,884 11,772,643
Continental Airlines Houston, TX Aircraft Jul-97 13,102,299 1,667,694 14,769,993
Creative Financial Svcs Fayetteville, NC Computers Jul-96 0 37,193 37,193
CT Plastics & Fabrications Simsbury, CT Manufacturing & Production Oct-96 0 39,769 39,769
</TABLE>
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Dads Farms Henderson, NE Agriculture Oct-96 0 50,835 50,835
DCR Communications Inc. Washington, DC Furniture Feb-96 0 123,781 123,781
Digio, Inc. Woodland Hills, CA Computers Sep-96 0 45,176 45,176
Dryclean USA Dba Osmar,Inc Miami, FL Manufacturing & Production Nov-96 0 61,964 61,964
Environmental Resources Epping, NH Material Handling Dec-96 0 55,854 55,854
Federal Express Corp. Memphis, TN Aircraft Aug-96 34,973,585 7,229,208 42,202,793
First Consumer Funding Kenilworth, NJ Computers Oct-96 0 43,207 43,207
G & G Amusement Commerce, CA Computers Sep-96 0 27,375 27,375
Golden Blasting, Inc. Windham, NH Manufacturing & Production Oct-96 0 58,333 58,333
Golden City Chinese Margate, FL Restaurant Dec-96 0 42,104 42,104
Golden Pharmaceutical Golden, CO Computers Apr-96 0 56,357 56,357
Haemonetics Corp. Braintree, MA Telecommunications Nov-96 0 36,529 36,529
Hollywood Recording Srvcs Hollywood, CA Audio Nov-96 0 45,631 45,631
Horizon Financial Corp Fairfield, NJ Computers Oct-96 0 54,008 54,008
ICT Group, Inc. Langhorne, PA Furniture Aug-96 211,809 61,034 272,843
Infinity Studios, Inc. Brooklyn, NY Audio Jul-96 0 53,561 53,561
Intersolv Inc. Rockville, MD Computers Jan-96 576,678 47,155 623,834
J.C. Penney, Inc. Plano, TX Office Equipment Jun-96 2,199,583 406,402 2,605,985
Kent-Transamericas Brooklyn, NY Computers Aug-96 0 34,946 34,946
Kim Hannaford, Dds Los Alamitos, CA Medical Apr-96 0 38,775 38,775
Knoxville Men's Medical Knoxville, TN Medical Oct-96 0 42,156 42,156
La Dolce Vita Of Mt Ver. Mount Vernon, NY Restaurant Oct-96 0 26,952 26,952
LAN Chile Chicago, IL Aircraft Mar-98 11,752,300 1,802,500 13,554,800
Leomar Miami, Inc. Miami, FL Retail Jul-96 0 43,506 43,506
Lindy Bixby Dds Capitola, CA Medical Oct-96 0 27,794 27,794
Long Beach Acceptance Oradell, NJ Computers Sep-96 0 721,382 721,382
LVL, Inc. Minneapolis, MN Computers Jul-96 0 49,526 49,526
Market Service, Inc. Great Neck, NY Telecommunications Sep-96 0 48,898 48,898
Mazda Motors of America,
Inc. Irvine, CA Computers Mar-97 5,874,729 977,449 6,852,178
Michael Stephenson Evanston, IL Photography Aug-96 0 35,648 35,648
Miracle Mortgage Orem, UT Computers Jul-96 0 98,589 98,589
MNP Enterprises Miami Lakes, FL Retail Sep-96 0 27,556 27,556
Modern Planning LI, Inc. Brooklyn, NY Computers Dec-96 0 57,324 57,324
Nashville Men's Medical Nashville, TN Medical Oct-96 0 42,161 42,161
New Horizons Computer Fairborn, OH Computers Sep-96 0 53,974 53,974
Newport Shores Financial Mission Viego, CA Furniture Jul-96 0 55,093 55,093
Occidental Los Angeles, CA Vessels Mar-97 5,853,364 3,708,501 9,561,865
OEO, Inc. Springfield, VA Telecommunications Mar-97 160,103 215,453 375,556
Pacific Bagel Partners Rancho Saint
Margarita, CA Restaurant Sep-96 0 609,000 609,000
Pat's Bug Shop Donalds, SC Automotive Oct-96 0 53,596 53,596
Peppino's Inc. &
Peppino's Inc. Irvine, CA Restaurant Aug-96 0 31,171 31,171
Petsmart, Inc. Pheonix, AZ Fixtures Dec-97 0 2,658,049 2,658,049
</TABLE>
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
The following table sets forth the aggregate equipment acquisition, leasing and
financing information for ICON Cash Flow Partners, L.P., Seven at March 31,
1998:
<TABLE>
<CAPTION>
Original Lessee Date Total Cash Acquisition
or Equipment User Location Equipment Purchased Financing (1) Expended (2) Cost (3)
- -------------------------- ---------------- -------------------------- --------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Photocircuits Glen Cove, NY Computers Aug-96 0 1,995,051 1,995,051
Pollinaise Intimate Apparel Boyertown, PA Computers Aug-96 0 48,000 48,000
Progressive Technology Miami, FL Manufacturing & Production Sep-96 0 32,397 32,397
Progrssve Extrsn Die Corp Anahiem, CA Manufacturing & Production Dec-96 0 46,832 46,832
Quality Baking, LLC Maplewood, MO Furniture Jul-96 0 283,250 283,250
Quality Baking, LLC Maplewood, MO Furniture Sep-96 0 315,404 315,404
R.B. Apparel Co., Inc. Hialeah, FL Manufacturing & Production Sep-96 0 46,114 46,114
Rainbow Abstracts Group Glandale, CA Video Oct-96 0 56,347 56,347
Ral III Trading Inc. Biloxi, MS Manufacturing & Production Oct-96 0 51,077 51,077
Rehab Excel, Inc. Lafayettle, CO Computers Dec-96 0 34,545 34,545
Roger Doss Catering, Inc. Lyndhurst, NJ Restaurant Dec-96 0 29,222 29,222
Rowan Companies Memphis, TN Oil Rig Aug-96 12,325,000 369,750 12,694,750
Seacor Smit, Inc. Houston, TX Vessel Sep-97 12,825,000 4,788,000 17,613,000
Seacor Smit, Inc. #2 Houston, TX Vessel Jan-98 14,232,634 4,822,366 19,055,000
Seacor Smit, Inc. #3 Houston, TX Vessel Mar-98 11,742,000 2,935,500 14,677,500
Siamac A. Najah Redondo Beach, CA Video Jul-96 0 51,970 51,970
Sportscare Specialists Troy, MI Medical Sep-96 0 29,411 29,411
Steamtech Environmental Bakersfield, CA Enviromental Sep-96 0 55,557 55,557
Stratford Studios Phoenix, AZ Printing Sep-96 0 42,525 42,525
Sturgeon & Sturgeon,DDS West Hills, CA Medical Nov-96 0 61,736 61,736
Sunfire Prod. Dba Sequoia Aspen, CO Video Oct-96 0 46,760 46,760
Third Coast Productions Ft. Worth, TX Video Aug-96 0 52,682 52,682
Threespace Imagery Reseda, CA Computers Oct-96 0 53,169 53,169
Tierce, Inc. Fort Worth, TX Medical Jun-96 0 33,310 33,310
Title Escrow Inc. Nashville, TN Computers Oct-96 0 51,946 51,946
Tucson Bagel Company, LLC Brainerd, MN Restaurant Equipment Mar-96 0 261,319 261,319
Tucson Bagel Company, LLC Brainerd, MN Restaurant Sep-96 0 298,886 298,886
Uinta Brewing Company Salt Lake City, UT Manufacturing & Production May-96 0 183,600 183,600
United Consumers Club Elmsford, NY Telecommunications Oct-96 0 48,670 48,670
United Consumers Club Fishkill, NY Telecommunications Dec-96 0 48,670 48,670
Visual Impulse Co. Quincy, FL Computers Dec-96 0 40,635 40,635
Wal-Mart Stores,Inc. Bentonville, AR Material Handling Oct-96 1,751,640 2,939,819 4,691,459
Waterwrks Restaurant Winooski, VT Retail May-96 0 33,323 33,323
Westover Investment Corp Richmond, VA Computers Dec-96 0 26,625 26,625
WH Smith Limited London, England Retail Mar-97 20,049,773 1,495,109 21,544,881
Total Equipment transactions less than $25,000 0 1,284,306 1,284,306
------------- ------------ -------------
$208,124,855 $57,413,121 $265,537,977
============= ============ =============
</TABLE>
(1) This is the financing at the date of acquisition.
(2) Cash expended is equal to cash paid plus amounts payable on equipment
purchases at March 31, 1998
(3) Total acquisition cost is equal to the contractual purchase price plus
acquisition fee.
<PAGE>
Exhibit C
Acquisition of Equipment - Current Public Program
(unaudited)
SUPPLEMENTAL SCHEDULE
The following is a summary of the types and amounts of equipment currently under
management for ICON Cash Flow Partners, L.P. Seven at March 31, 1998 pursuant to
leases or which secure its Financing Transactions.
<TABLE>
<CAPTION>
Equipment Equipment Total
Equipment Category Leases Financings Portfolio
------------------------------------ -------------------- -------------------- -------------------
<S> <C> <C> <C>
Aircraft $ 69,264,054 $0 $ 69,264,054
Vessels 59,133,364 0 59,133,364
Computer Systems 41,875,388 0 41,875,388
Retail Systems 20,917,360 32,353 20,949,713
Manufacturing & Production 14,619,004 51,484 14,670,488
Telecommunications 5,708,811 47,252 5,756,063
Material Handling 4,554,815 0 4,554,815
Office Furniture&Fixtures 2,580,631 581,217 3,161,848
Office Equipment 2,764,522 0 2,764,522
Miscellaneous 0 65,754 65,754
-------------------- -------------------- -------------------
$ 221,417,949 $ 778,060 $ 222,196,009
==================== ==================== ===================
</TABLE>
