-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Wo4TpDYxi/LDEw5DefAQqKqYIf+PZaOzhzylNRg6ztNvPW9WCLCFmL7q6u4CMoZN /ISFgW4tcvY7kUb6lTbuCg== 0000748218-98-000001.txt : 19981118 0000748218-98-000001.hdr.sgml : 19981118 ACCESSION NUMBER: 0000748218-98-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POLARIS AIRCRAFT INCOME FUND I CENTRAL INDEX KEY: 0000748218 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 942938977 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 002-91762 FILM NUMBER: 98751884 BUSINESS ADDRESS: STREET 1: 201 HIGH RIDGE ROAD STREET 2: 27TH FL CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: (203) 357- MAIL ADDRESS: STREET 1: 201 HIGH RIDGE ROAD STREET 2: 27TH FL CITY: STAMFORD STATE: CT ZIP: 06927 10-Q 1 SEPTEMBER 30, 1998 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------ X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE --- SECURITIES EXCHANGE ACT OF 1934 For the transition period from___to___ ----------------- Commission File No. 2-91762 ----------------- POLARIS AIRCRAFT INCOME FUND I State of Organization: California IRS Employer Identification No. 94-2938977 201 High Ridge Road, Stamford, Connecticut 06927 Telephone - (203) 357-3776 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- This document consists of 16 pages. POLARIS AIRCRAFT INCOME FUND I FORM 10-Q - For the Quarterly Period Ended September 30, 1998 INDEX Part I. Financial Information Page Item 1. Financial Statements a) Balance Sheets - September 30, 1998 and December 31, 1997.......................................... 3 b) Statements of Operations - Three and Nine Months Ended September 30, 1998 and 1997.......................... 4 c) Statements of Changes in Partners' Capital (Deficit) - Year Ended December 31, 1997 and Nine Months Ended September 30, 1998................... 5 d) Statements of Cash Flows - Nine Months Ended September 30, 1998 and 1997.......................... 6 e) Notes to Financial Statements.............................. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 10 Part II. Other Information Item 1. Legal Proceedings..................................... 14 Item 6. Exhibits and Reports on Form 8-K...................... 14 Signature ...................................................... 15 2 Part 1. Financial Information ----------------------------- Item 1. Financial Statements POLARIS AIRCRAFT INCOME FUND I BALANCE SHEETS (Unaudited) September 30, December 31, 1998 1997 ---- ---- ASSETS: CASH AND CASH EQUIVALENTS $5,910,072 $6,466,511 RENT AND OTHER RECEIVABLES, net of allowance for credit losses of $30,365 in 1998 and 1997 1,224 -- AIRCRAFT ENGINES, net of accumulated depreciation of $71,250 in 1998 and $60,000 in 1997 888,750 900,000 ---------- ---------- $6,800,046 $7,366,511 ========== ========== LIABILITIES AND PARTNERS' CAPITAL: PAYABLE TO AFFILIATES $ 30,065 $ 42,286 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 437,674 446,822 LESSEE SECURITY DEPOSITS 45,000 95,000 MAINTENANCE RESERVES 1,727,022 1,466,687 ---------- ---------- Total Liabilities 2,239,761 2,050,795 ---------- ---------- PARTNERS' CAPITAL: General Partner 249,765 392,302 Limited Partners, 168,729 units issued and outstanding 4,310,520 4,923,414 ---------- ---------- Total Partners' Capital 4,560,285 5,315,716 ---------- ---------- $6,800,046 $7,366,511 ========== ========== The accompanying notes are an integral part of these statements. 3 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------- ------------- 1998 1997 1998 1997 ---- ---- ---- ---- REVENUES: Rent from operating leases $ 90,000 $ 90,000 $ 270,000 $ 270,000 Interest 78,682 85,841 224,119 418,994 Gain on sale of aircraft -- -- -- 1,832,673 Gain on sale of aircraft inventory 98,145 86,382 162,454 222,602 Lessee settlement and other -- 690,946 231,072 691,726 ---------- ---------- ---------- ---------- Total Revenues 266,827 953,169 887,645 3,435,995 ---------- ---------- ---------- ---------- EXPENSES: Depreciation 3,750 3,750 11,250 11,250 Management fees to general partner 4,500 4,500 13,500 13,500 Provision for credit losses -- 30,365 -- 30,365 Operating -- 49,502 3,514 208,843 Administration and other 26,833 44,629 114,999 129,760 ---------- ---------- ---------- ---------- Total Expenses 35,083 132,746 143,263 393,718 ---------- ---------- ---------- ---------- NET INCOME $ 231,744 $ 820,423 $ 744,382 $3,042,277 ========== ========== ========== ========== NET INCOME ALLOCATED TO THE GENERAL PARTNER $ 2,318 $ 619,786 $ 7,444 $ 776,974 ========== ========== ========== ========== NET INCOME ALLOCATED TO LIMITED PARTNERS $ 229,426 $ 200,637 $ 736,938 $2,265,303 ========== ========== ========== ========== NET INCOME PER LIMITED PARTNERSHIP UNIT $ 1.36 $ 1.19 $ 4.37 $ 13.43 ========== ========== ========== ========== The accompanying notes are an integral part of these statements. 4 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) Year Ended December 31, 1997 and Nine Months Ended September 30, 1998 ------------------------------------ General Limited Partner Partners Total ------- -------- ----- Balance, December 31, 1996 $ (624,341) $ 11,047,769 $ 10,423,428 Net income 1,846,228 1,341,903 3,188,131 Cash distributions to partners (829,585) (7,466,258) (8,295,843) ------------ ------------ ------------ Balance, December 31, 1997 392,302 4,923,414 5,315,716 Net income 7,444 736,938 744,382 Cash distributions to partners (149,981) (1,349,832) (1,499,813) ------------ ------------ ------------ Balance, September 30, 1998 $ 249,765 $ 4,310,520 $ 4,560,285 ============ ============ ============ The accompanying notes are an integral part of these statements. 5 POLARIS AIRCRAFT INCOME FUND I STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ------------------------------- 1998 1997 ---- ---- OPERATING ACTIVITIES: Net income $ 744,382 $ 3,042,277 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 11,250 11,250 Gain on sale of aircraft inventory (162,454) (222,602) Gain on sale of aircraft -- (1,832,673) Changes in operating assets and liabilities: Decrease (increase) in rent and other receivables (1,224) 18,816 Increase (decrease) in payable to affiliates (12,221) 60,041 Decrease in accounts payable and accrued liabilities (9,148) (123,255) Increase in deferred income -- 21,290 Increase (decrease) in lessee security deposits (50,000) 24,075 Increase in maintenance reserves 260,335 176,815 ------------ ------------ Net cash provided by operating activities 780,920 1,176,034 ------------ ------------ INVESTING ACTIVITIES: Proceeds from sale of aircraft -- 2,620,000 Principal payments on note receivable -- 418,145 Net proceeds from sale of aircraft inventory 162,454 222,602 ------------ ------------ Net cash provided by investing activities 162,454 3,260,747 ------------ ------------ FINANCING ACTIVITIES: Cash distributions to partners (1,499,813) (8,295,843) ------------ ------------ Net cash used in financing activities (1,499,813) (8,295,843) ------------ ------------ CHANGES IN CASH AND CASH EQUIVALENTS (556,439) (3,859,062) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 6,466,511 10,065,652 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,910,072 $ 6,206,590 ============ ============ The accompanying notes are an integral part of these statements. 6 POLARIS AIRCRAFT INCOME FUND I NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. Accounting Principles and Policies In the opinion of management, the financial statements presented herein include all adjustments, consisting only of normal recurring items, necessary to summarize fairly Polaris Aircraft Income Fund I's (the Partnership's) financial position and results of operations. The financial statements have been prepared in accordance with the instructions of the Quarterly Report to the Securities and Exchange Commission (SEC) Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles (GAAP). These statements should be read in conjunction with the financial statements and notes thereto for the years ended December 31, 1997, 1996, and 1995 included in the Partnership's 1997 Annual Report to the SEC on Form 10-K. 2. Related Parties Under the Limited Partnership Agreement, the Partnership paid or agreed to pay the following amounts for the current quarter to the general partner, Polaris Investment Management Corporation, in connection with services rendered or payments made on behalf of the Partnership: Payments for Three Months Ended Payable at September 30, 1998 September 30, 1998 ------------------ ------------------ Aircraft Management Fees $ 4,500 $ 1,518 Out-of-Pocket Administrative Expense Reimbursement 43,123 28,547 Out-of-Pocket Operating and Remarketing Expense Reimbursement 645 -- ------- ------- $48,268 $30,065 ======= ======= 3. Claims Related to Lessee Defaults Jet Fleet Bankruptcy - As previously reported, in September 1992, Jet Fleet, former lessee of one of the Partnership's aircraft, defaulted on its obligations under the lease for the Partnership's aircraft by failing to pay reserve payments and to maintain required insurance. The Partnership repossessed its Aircraft on September 28, 1992. Thereafter, Jet Fleet filed for bankruptcy protection in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division. On April 13, 1993, the Partnership filed a proof of claim in the Jet Fleet bankruptcy to recover its damages. The bankrupt estate was subsequently determined to be insolvent. The bankruptcy proceeding of Jet Fleet Corporation was closed on August 6, 1997, and the bankruptcy proceeding of Jet Fleet International Airlines, Inc. was closed on February 10, 1998. 7 Distributions from the bankrupt estate have not been made to the unsecured creditors, and the Partnership is not likely to receive any distributions on its Proof of Claim. The Partnership had been holding deposits and maintenance reserves pending the outcome of the Jet Fleet bankruptcy proceedings. Consequently, the Partnership recognized, during the quarter ended March 31, 1998, revenue of $92,610 that had been held as deposits and maintenance reserves, which is included in lessee settlement and other income. Braniff, Inc. (Braniff) Bankruptcy - As previously reported, in September 1989, Braniff filed a petition under Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida, Orlando Division. On September 26, 1990 the Partnership filed a proof of claim to recover unpaid rent and other damages, and on November 27, 1990, the Partnership filed a proof of administrative claim to recover damages for detention of aircraft, non-compliance with court orders and post-petition use of engines as well as liquidated damages. On July 27, 1992, the Bankruptcy Court approved a stipulation embodying a settlement among the Partnership, the Braniff creditor committees and Braniff in which it was agreed that the Partnership would be allowed an administrative claim in the bankruptcy proceeding of approximately $2,076,923. As the final disposition of the Partnership's claim in the Bankruptcy proceedings, the Partnership was permitted by the Bankruptcy Court to exchange a portion of its unsecured claim for Braniff's right (commonly referred to as a "Stage 2 Base Level right") under the FAA noise regulations to operate nine Stage 2 aircraft and has been allowed a net remaining unsecured claim of $6,923,077 in the proceedings. Braniff's bankrupt estate has made a payment in the amount of $200,000 in respect of the unsecured claims of the Partnership and other affiliates of Polaris Investment Management Corporation. Of this amount, $138,462 was allocated to the Partnership, based on its pro rata share of the total claims, and recognized as revenue during the quarter ended March 31, 1998, which is included in lessee settlement and other income. 4. Sale of Aircraft Inventory to Soundair, Inc. The Partnership sold its remaining inventory of aircraft parts from the four disassembled aircraft, to Soundair, Inc. The remaining inventory, with a net carrying value of $-0-, was sold effective February 1, 1998 for $100,000, less amounts previously received for sales as of that date. The net purchase price of $98,145 was paid in September 1998. 5. Partners' Capital The Partnership Agreement (the Agreement) stipulates different methods by which revenue, income and loss from operations and gain or loss on the sale of aircraft are to be allocated to the general partner and the limited partners. Such allocations are made using income or loss calculated under GAAP for book purposes, which varies from income or loss calculated for tax purposes. Cash available for distributions, including the proceeds from the sale of aircraft, is distributed 10% to the general partner and 90% to the limited partners. 8 The different methods of allocating items of income, loss and cash available for distribution combined with the calculation of items of income and loss for book and tax purposes result in book basis capital accounts that may vary significantly from tax basis capital accounts. The ultimate liquidation and distribution of remaining cash will be based on the tax basis capital accounts following liquidation, in accordance with the Agreement. 6. Subsequent Event In November, 1998, the Partnership entered into an agreement to sell one of its two engines held in inventory for net proceeds of $290,000 to Quantum Aviation Limited. It is anticipated that the second engine will also be sold to Quantum during the fourth quarter of 1998. The two engines had a net book value of $-0- at September 30, 1998. 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations At September 30, 1998, Polaris Aircraft Income Fund I (the Partnership) owned three engines out of its original portfolio of eleven aircraft. The three engines are leased to Royal Aviation Inc. and Royal Cargo, Inc. (Royal Aviation). Remarketing Update The Partnership sold its remaining inventory of aircraft parts from the four disassembled aircraft, to Soundair, Inc. The remaining inventory, with a net carrying value of $-0-, was sold effective February 1, 1998 for $100,000, less amounts previously received for sales as of that date. The net purchase price of $98,145 was paid in September 1998. In November, 1998, the Partnership entered into an agreement to sell one of its two engines held in inventory for net proceeds of $290,000 to Quantum Aviation Limited. It is anticipated that the second engine will also be sold to Quantum during the fourth quarter of 1998. The two engines had a net book value of $-0- at September 30, 1998. Partnership Operations The Partnership recorded net income of $231,744, or $1.36 per limited partnership unit, for the three months ended September 30, 1998, compared to net income of $820,423, or $1.19 per limited partnership unit, for the same period in 1997. The Partnership recorded net income of $744,382, or $4.37 per limited partnership unit, for the nine months ended September 30, 1998, compared to net income of $3,042,277 or $13.43 per unit for the same period in 1997. The decrease in operating results during the three and nine months ended September 30, 1998, as compared to the same periods in 1997, is primarily the result of gains on the sale of aircraft and a settlement payment received from Nations Air in 1997 as discussed below. The variance in net income per limited partnership unit will differ from the variance of total net income from period to period due to the methods by which income or loss from operations and gain or loss on the sale of aircraft are allocated in accordance with the partnership agreement. During the first quarter of 1997, the Partnership sold two Boeing 737-200s and two spare engines formerly leased to Viscount to Solair, Inc. for cash proceeds of $1,620,000. In addition, the Partnership retained certain maintenance reserves and deposits received from the former lessee of these aircraft aggregating approximately $968,000 that had been held by the Partnership to offset potential future maintenance expenses for these aircraft. As a result, the Partnership recognized a net gain of $781,504 on the sale of these aircraft during the first quarter of 1997. During the second quarter of 1997, the Partnership sold one Boeing 737-200 formerly leased to Viscount and subleased to Nations Air Express, Inc. for $1,000,000. In addition, the Partnership retained certain maintenance reserves and deposits received from the former lessee of this aircraft aggregating approximately $1,081,000 that had been held by the Partnership to offset potential future maintenance expenses for this aircraft. As a result, the Partnership recognized a net gain of $1,051,169 on the sale of this aircraft during the second quarter of 1997. During the three months ended September 30, 1997, the Partnership received a payment of $690,946 as its share of a settlement payment from Nations Air, before legal expenses. 10 During the quarter ended September 30, 1997, the Partnership recorded an allowance for credit losses of $30,365 for the outstanding receivables from CanAir through August 21, 1997, after applying CanAir's security deposit of $20,925 towards the outstanding receivables due. Interest income decreased during the three and nine months ended September 30, 1998, as compared to the same periods in 1997, primarily due to a decrease in the cash reserves as discussed in the liquidity section. Operating expenses decreased during the three and nine months ended September 30, 1998, as compared to the same periods in 1997, due to a decrease in legal expenses during the three months and nine months ended September 30, 1998. During the nine months ended September 30, 1997, the Partnership recognized legal expenses of approximately $177,000 related to the Nations Air Express, Inc. default and the Viscount default and Chapter 11 bankruptcy filing. During the nine months ended September 30, 1998, the Partnership recognized legal expenses of only $3,514 related to the Braniff bankruptcy. Administrative expenses decreased during the three and nine months ended September 30, 1998, as compared to the same periods in 1997, primarily due to a decrease in consulting and trustee fees during the three months and nine months ended September 30, 1998. Claims Related to Lessee Defaults Braniff, Inc. (Braniff) Bankruptcy - As more fully discussed in Note 3, Braniff's bankrupt estate has made a payment in the amount of $200,000 in respect of the unsecured claims of the Partnership and other affiliates of Polaris Investment Management Corporation. Of this amount, $138,462 was allocated to the Partnership, based on its pro rata share of the total claims, and recognized as revenue during the nine months ended September 30, 1998. Jet Fleet Bankruptcy - As more fully discussed in Note 3, the bankruptcy proceeding of Jet Fleet Corporation was closed on August 6, 1997, and the bankruptcy proceeding of Jet Fleet International Airlines, Inc. was closed on February 10, 1998. Distributions from the bankrupt estate have not been made to the unsecured creditors, and the Partnership is not likely to receive any distributions on its Proof of Claim. The Partnership had been holding deposits and maintenance reserves pending the outcome of the Jet Fleet bankruptcy proceedings. Consequently, the Partnership recognized, during the nine months ended September 30, 1998, revenue of $92,610 that had been held as deposits and maintenance reserves. Liquidity and Cash Distributions Liquidity - The Partnership receives maintenance reserve payments from Royal Aviation that may be reimbursed to the lessee or applied against certain costs incurred by the Partnership for maintenance work performed on the Partnership's aircraft or engines, as specified in the leases. Maintenance reserve balances remaining at the termination of the lease, if any, may be used by the Partnership to offset future maintenance expenses or recognized as revenue. The net maintenance reserves balances aggregate $1,727,022 as of September 30, 1998. The Partnership received payments of approximately $98,000 and $162,000 during the three months and nine months ended September 30, 1998, respectively, 11 compared to payments of approximately $86,000 and $223,000 during the three and nine months ended September 30, 1997, respectively, from the sale of parts from the four disassembled aircraft. As stated above, the remaining parts were sold in September 1998. Polaris Investment Management Corporation, the general partner, has determined that the Partnership maintain cash reserves as a prudent measure to insure that the Partnership has available funds in the event that the engines presently on lease to Royal Aviation require remarketing and for other contingencies, including expenses of the Partnership. The Partnership's cash reserves will be monitored and may be revised from time to time as further information becomes available in the future. Cash Distributions - There were no cash distributions to limited partners for the three months ended September 30, 1998. Cash distributions to limited partners for the three months ended September 30, 1997 were $6,116,427, or $36.25 per limited partnership unit. Cash distributions were $1,349,832, or $8.00 per limited partnership unit and $7,466,258, or $44.25 per unit, for the nine months ended September 30, 1998 and 1997, respectively. The timing and amount of future cash distributions to partners are not yet known and will depend upon the Partnership's future cash requirements, including the receipt of rental payments from Royal Aviation. Impact of the Year 2000 Issue The inability of business processes to continue to function correctly after the beginning of the Year 2000 could have serious adverse effects on companies and entities throughout the world. As discussed in prior filings with the Securities and Exchange Commission, the General Partner has engaged GE Capital Aviation Services, Inc. ("GECAS") to provide certain management services to the Partnership. Both the General Partner and GECAS are wholly-owned subsidiaries (either direct or indirect) of General Electric Capital Corporation ("GECC"). All of the Partnership's operational functions are handled either by the General Partner and GECAS or by third parties (as discussed in the following paragraphs), and the Partnership has no information systems of its own. GECC and GECAS have undertaken a global effort to identify and mitigate Year 2000 issues in their information systems, products and services, facilities and suppliers as well as to assess the extent to which Year 2000 issues will impact their customers. Each business has a Year 2000 leader who oversees a multi-functional remediation project team responsible for applying a Six Sigma quality approach in four phases: (1) define/measure -- identify and inventory possible sources of Year 2000 issues; (2) analyze -- determine the nature and extent of Year 2000 issues and develop project plans to address those issues; (3) improve -- execute project plans and perform a majority of the testing; and (4) control -- complete testing, continue monitoring readiness and complete necessary contingency plans. The progress of this program is monitored at each business, and company-wide reviews with senior management are conducted monthly. GECC and GECAS management plan to have completed the first three phases of the program for a substantial majority of mission-critical systems by the end of 1998 and to have nearly all significant information systems, products and services, facilities and suppliers in the control phase of the program by mid-1999. As noted elsewhere, the Partnership has sold all of its aircraft-related assets other than three aircraft engines. These remaining engines are on lease with Royal Aviation, Inc. and Royal Cargo, Inc., and under the terms of the leases, 12 the lessees have the obligation to repair and maintain the engines. GECAS is requesting information from the lessees about the status of their Year 2000 program. Aside from maintenance and other matters relating to the Partnership's aircraft-related assets discussed above, the principal third-party vendors to the Partnership are those providing the Partnership with services such as accounting, auditing, banking and investor services. GECAS intends to apply the same standards in determining the Year 2000 capabilities of the Partnership's third-party vendors as GECAS will apply with respect to its outside vendors pursuant to its internal Year 2000 program. The scope of the global Year 2000 effort encompasses many thousands of applications and computer programs; products and services; facilities and facilities-related equipment; suppliers; and, customers. The Partnership, like all business operations, is also dependent on the Year 2000 readiness of infrastructure suppliers in areas such as utility, communications, transportation and other services. In this environment, there will likely be instances of failure that could cause disruptions in business processes or that could affect customers' ability to repay amounts owed to the Partnership or vendors' ability to provide services without interruption. The likelihood and effects of failures in infrastructure systems, over which the Partnership has no control, cannot be estimated. However, aside from the impact of any such possible failures or the possibility of a disruption of the Partnership's lessees' business caused by Year 2000 failures, the General Partner does not believe that occurrences of Year 2000 failures will have a material adverse effect on the financial position, results of operations or liquidity of the Partnership. To date, the Partnership has not incurred any Year 2000 expenditures nor does it expect to incur any material costs in the future. However, the activities involved in the Year 2000 effort necessarily involve estimates and projections of activities and resources that will be required in the future. These estimates and projections could change as work progresses. 13 Part II. Other Information -------------------------- Item 1. Legal Proceedings As discussed in Item 3 of Part I of Polaris Aircraft Income Fund I's (the Partnership) 1997 Annual Report to the Securities and Exchange Commission (SEC) on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly Report to the SEC on Form 10-Q (Form 10-Q) for the periods ended March 31, 1998 and June 30, 1998, there are a number of pending legal actions or proceedings involving the Partnership. Except as described below, there have been no material developments with respect to any such actions or proceedings during the period covered by this report. CanAir Cargo Ltd. (CanAir) Order under the Companies' Creditors Arrangement Act of Canada - The receiver appointed by the Ontario Court of Justice on behalf of CanAir's creditors has sold one of the remaining five Convair 280 aircraft owned by CanAir, as well as most of CanAir's other assets, including spare parts and accounts receivable. Subject to court approval, the proceeds of the sale will be distributed to CanAir's creditors, including the Partnership, GE Capital Aviation Services, Inc., as agent for Polaris Holding Company, and General Electric Capital Leasing Canada, Inc. (collectively, the GECAS Parties). However, the amount of the sale proceeds that the GECAS Parties will receive has not yet been determined by the court. Other Proceedings - Item 10 in Part III of the Partnership's 1997 Form 10-K and Item 1 in Part II of the Partnership's Form 10-Q for the periods ended March 31, 1998 and June 30, 1998 discuss certain actions which have been filed against Polaris Investment Management Corporation and others in connection with the sale of interests in the Partnership and the management of the Partnership. The Partnership is not a party to these actions. There have been no material developments with respect to any of the actions described therein during the period covered by this report. Item 6. Exhibits and Reports on Form 8-K a) Exhibits (numbered in accordance with Item 601 of Regulation S-K) 27. Financial Data Schedule (in electronic format only). b) Reports on Form 8-K No reports on Form 8-K were filed by the Registrant during the quarter for which this report is filed. 14 SIGNATURE Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. POLARIS AIRCRAFT INCOME FUND I (Registrant) By: Polaris Investment Management Corporation, General Partner November 16, 1998 By: /S/Marc A. Meiches - ---------------------------------- ------------------ Marc A. Meiches Chief Financial Officer (principal financial officer and principal accounting officer of Polaris Investment Management Corporation, General Partner of the Registrant) 15 EX-27 2
5 9-MOS DEC-31-1998 SEP-30-1998 5910072 0 31589 30365 0 0 960000 71250 6800046 0 0 0 0 0 4560285 6800046 0 887645 0 0 143263 0 0 744382 0 744382 0 0 0 744382 4.37 0
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