-----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, HgNT0k+cAdWhLgxOrAtRAGBImXYJlgRlevgQ/3Auh3z+qxXJeZVExRIu0xidDFyp GKkL7TWdA2ptJs8lYJIKBw== 0000927016-95-000172.txt : 19951002 0000927016-95-000172.hdr.sgml : 19951002 ACCESSION NUMBER: 0000927016-95-000172 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950927 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000808513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 042968859 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44367 FILM NUMBER: 95576526 BUSINESS ADDRESS: STREET 1: AMERICAN FINANCE GROUP STREET 2: 53 STATE STREET 14TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175421200 MAIL ADDRESS: STREET 1: AMERICAN FINANCE GROUP STREET 2: 53 STATE STREET 14TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC ACQUISITION L P ET AL CENTRAL INDEX KEY: 0000949438 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043281675 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 98 NORTH WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6178545819 MAIL ADDRESS: STREET 1: 98 NORTH WASHINGTON ST CITY: BOSTON STATE: MA ZIP: 02114 SC 14D1/A 1 14D-1/A G - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 1 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP (NAME OF SUBJECT COMPANY) ATLANTIC ACQUISITION LIMITED PARTNERSHIP (BIDDER) UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS (TITLE OF CLASS OF SECURITIES) NONE (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- COPY TO: GARY D. ENGLE, PRESIDENT THOMAS F. GLOSTER III, ESQ. AAL, INC. PEABODY & BROWN 98 NORTH WASHINGTON STREET 101 FEDERAL STREET BOSTON, MASSACHUSETTS 02114 BOSTON, MASSACHUSETTS 02110 (617) 854-5800 (617) 345-1141 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed by Atlantic Acquisition Limited Partnership, a Massachusetts limited partnership (the "Purchaser"), relating to an offer by the Purchaser to purchase up to 507,299 of the outstanding Units representing limited partnership interests of American Income Partners III-B Limited Partnership, a Massachusetts limited partnership, at a purchase price of $1.50 per Unit, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 18, 1995 (the "Offer to Purchase"), as amended by the supplementary Letter to Unitholders dated September 27, 1995 (the "Supplementary Letter"), a copy of which is attached hereto as Exhibit (a)(4), and the related Letter of Transmittal (which together constitute the "Offer"). ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(4) Form of Letter dated September 27, 1995 from Atlantic Acquisition Limited Partnership to Unitholders. 2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 27, 1995 ATLANTIC ACQUISITION LIMITED PARTNERSHIP By: AAL, Inc., its general partner /s/ Gary D. Engle By: _________________________________ Name: Gary D. Engle Title:President 3 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE ------- ----------- ------------- 99(a)(4) Form of Letter dated September 27, 1995 from Atlantic Acquisition Limited Partnership to Unitholders.
4 EX-99.A.4 2 UNITHOLDER LETTER ATLANTIC ACQUISITION LIMITED PARTNERSHIP 98 North Washington Street Boston, Massachusetts 02114 September 27, 1995 Dear Unitholder: As described in the Offer to Purchase dated August 18, 1995 previously provided to you, Atlantic Acquisition Limited Partnership (the "Purchaser") is offering to purchase Units you own representing limited partnership interests of American Income Partners III-B Limited Partnership, a Massachusetts limited partnership (the "Partnership"), at a purchase price of $1.50 per Unit. The Offer is for up to 507,299 of the outstanding Units of the Partnership. In order to give Unitholders additional time to evaluate the Offer, the Purchaser has decided to extend the date for the expiration of the Offer. The Offer and withdrawal rights will now expire at 5 p.m., Eastern time, on Friday, October 13, 1995, unless the Offer is further extended by the Purchaser. WE STRONGLY SUGGEST THAT UNITHOLDERS CONSULT WITH THEIR PERSONAL FINANCIAL AND TAX ADVISORS IN EVALUATING THE FINANCIAL AND TAX IMPLICATIONS OF THE OFFER. ATLANTIC ACQUISITION LIMITED PARTNERSHIP IF YOU HAVE ANY QUESTIONS, PLEASE CALL THE INFORMATION AGENT, D.F. KING & CO., INC., AT 1-800-848-3051. DEPOSITARY: STATE STREET BANK AND TRUST COMPANY By First Class Mail: By Facsimile: (617) 774-4519 Corporate Reorganization P.O. Box 9061 Confirm Facsimile Boston, MA 02205-8686 by Telephone: (617) 774-4511 G -----END PRIVACY-ENHANCED MESSAGE-----