0000950109-95-003277.txt : 19950821 0000950109-95-003277.hdr.sgml : 19950821 ACCESSION NUMBER: 0000950109-95-003277 CONFORMED SUBMISSION TYPE: SC 14D9 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950818 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 14D9 SEC ACT: 1934 Act SEC FILE NUMBER: 005-44367 FILM NUMBER: 95565054 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 14D9 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 14D9 1 14D-9 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP (NAME OF SUBJECT COMPANY) AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP (NAME OF PERSON FILING STATEMENT) UNITS REPRESENTING LIMITED PARTNERSHIP INTERESTS (TITLE OF CLASS OF SECURITIES) NONE (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- GEOFFREY A. MACDONALD AFG LEASING INCORPORATED 98 NORTH WASHINGTON STREET BOSTON, MASSACHUSETTS 02114 (617)854-5800 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- G ITEM 1. SECURITY AND SUBJECT COMPANY. The name of the subject company is American Income Partners III-B Limited Partnership, a Massachusetts limited partnership (the "Partnership"), which has its principal executive offices at 98 North Washington Street, Boston, Massachusetts 02114. The title of the class of equity securities to which this Statement relates is units (the "Units") representing limited partnership interests of the Partnership. ITEM 2. TENDER OFFER OF THE BIDDER. This Statement relates to the tender offer of Atlantic Acquisition Limited Partnership, a Massachusetts limited partnership (the "Purchaser"), to purchase up to 507,299 of the outstanding Units at a purchase price of $1.50 per Unit, net to the seller in cash, without interest, pursuant to the terms and conditions of an Offer to Purchase dated August 18, 1995, and the related Letter of Transmittal (together, the "Offer"). The Offer is being made pursuant to a tender offer statement on Schedule 14D-1 dated August 18, 1995. The address of the principal executive offices of the Purchaser is 98 North Washington Street, Boston, Massachusetts 02114. ITEM 3. IDENTITY AND BACKGROUND. (a) The name and business address of the Partnership, which is the person filing this Statement, are set forth in Item 1 above. (b) The Purchaser is related to AFG Leasing Incorporated and Geoffrey A. MacDonald, the general partners of the Partnership (the "General Partners"), to American Finance Group ("AFG"), the sponsor of the Partnership, and to parties related to AFG. Certain Relationships. The General Partners own a 1% interest (with certain exceptions not expected to apply) in the Partnership of distributable cash from operations and from sales or refinancings. Further, subject to certain limitations contained in the Partnership Agreement of the Partnership, the Partnership will reimburse the General Partners and their affiliates for certain expenses incurred by them in connection with Partnership operations and will pay certain fees pursuant to the terms of the Partnership Agreement. For information as to the amounts paid to the General Partners and their affiliates during the last three fiscal years and the six months ended June 30, 1995, see Note 4 to the Financial Statements of the Partnership in the Form 10-K of the Partnership for the fiscal year ended December 31, 1994, and Note 5 to the Financial Statements of the Partnership in the Form 10-Q of the Partnership for the six months ended June 30, 1995. The general partner of the Purchaser is AAL, Inc., a newly-formed Massachusetts corporation ("AAL, Inc."). The directors, officers and stockholders of AAL, Inc. are Gary D. Engle and James A. Coyne. Mr. Engle controls AFG and the Purchaser. Messrs. Engle and Coyne and Geoffrey A. MacDonald are the initial limited partners of the Purchaser. AFG controls AFG Leasing Incorporated, one of the General Partners. Mr. MacDonald is the other General Partner. Tender Offer Loan. As disclosed in the Offer, the Purchaser will obtain a loan in connection with the consummation of the Offer. The Purchaser plans to service the loan with cash distributions attributable to the Units it acquires. A primary possible source of such cash distributions is the Purchaser's distributable portion of the proceeds of any sale or refinancing of the Partnership's equipment. Consequently, the General Partners may have a conflict of interest in determining whether and when to sell and/or refinance the Partnership's equipment. ITEM 4. THE SOLICITATION OR RECOMMENDATION. Because of the inherent conflict of interest resulting from the relationships among the General Partners, the Purchaser and AFG, the Partnership is making no recommendation and is remaining neutral as to whether Unitholders should tender their Units pursuant to the Offer. 2 ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Neither the Partnership nor any person acting on its behalf has or currently intends to employ, retain or compensate any person or class of persons to make solicitations or recommendations to Unitholders on its behalf concerning the Offer. ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES. (a) None. (b) Neither the Partnership nor either General Partner, or any executive officer, director, affiliate or subsidiary of the Partnership or either General Partner, owns any Units. ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY. None. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. None. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Exhibit (a)(i) --Cover Letter to Unitholders from the Partnership dated August 18, 1995. Exhibit (b) --None. Exhibit (c)(i) --Note 4 to the Financial Statements of the Partnership included in the Form 10-K of the Partnership for the fiscal year ended December 31, 1994. Exhibit (c)(ii)--Note 5 to the Financial Statements of the Partnership included in the Form 10-Q of the Partnership for the six months ended June 30, 1995. 3 SIGNATURES After reasonable 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: August 18, 1995 AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP By: AFG Leasing Incorporated, its general partner By: /s/ Geoffrey A. MacDonald --------------------------------- Name: Geoffrey A. MacDonald Title:President 4 EXHIBIT INDEX
EXHIBIT SEQUENTIALLY NO. DESCRIPTION NUMBERED PAGE ------- ----------- ------------- Exhibit (a)(i) Cover Letter to Unitholders from the Partnership dated August 18, 1995. Exhibit (b) None. Exhibit (c)(i) Note 4 to the Financial Statements of the Partnership included in the Form 10-K of the Partnership for the fiscal year ended December 31, 1994. Exhibit (c)(ii) Note 5 to the Financial Statements of the Partnership included in the Form 10-Q of the Partnership for the six months ended June 30, 1995.
EX-99.A.I 2 UNITHOLDER LETTER AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP 98 North Washington Street Boston, Massachusetts 02114 August 18, 1995 Dear Unitholder: Enclosed is a copy of the Schedule 14D-9 which was filed by American Income Partners III-B Limited Partnership (the "Partnership") with the Securities and Exchange Commission in connection with the offer by Atlantic Acquisition Limited Partnership (the "Purchaser") to purchase Units representing limited partnership interests of the Partnership. The Purchaser is related to the general partners of the Partnership, to American Finance Group ("AFG"), which is the sponsor of the Partnership, and to parties related to AFG. Accordingly, the Partnership is making no recommendation and is remaining neutral as to whether Unitholders should tender their Units pursuant to the offer. Unitholders are advised to read carefully the enclosed Schedule 14D-9. AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP G EX-99.C.I 3 NOTE 4, 10K AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP FORM 10-K--DECEMBER 31, 1994 NOTES TO THE FINANCIAL STATEMENTS NOTE 4--RELATED PARTY TRANSACTIONS All operating expenses incurred by the Partnership are paid by AFG on behalf of the Partnership and AFG is reimbursed at its actual cost for such expenditures. Fees and other costs incurred during each of the three years in the period ended December 31, 1994, which were paid or accrued by the Partnership to AFG or its Affiliates, are as follows:
1994 1993 1992 -------- -------- -------- Equipment management fees........................ $ 92,431 $104,953 $217,961 Administrative charges........................... 12,000 14,955 12,000 Reimbursable operating expenses due to third par- ties............................................ 146,185 92,152 131,794 -------- -------- -------- Total........................................ $250,616 $212,060 $361,755 -------- -------- --------
As provided under the terms of the Management Agreement, AFG is compensated for its services to the Partnership. Such services include all aspects of acquisition, management and sale of equipment. For acquisition services, AFG is compensated by an amount equal to 4.75% of Equipment Base Price paid by the Partnership. For management services, AFG is compensated by an amount equal to the lesser of (i) 5% of gross lease rental revenue or (ii) fees which the General Partner reasonably believes to be competitive for similar services for similar equipment. Both of these fees are subject to certain limitations defined in the Management Agreement. Compensation to AFG for services connected to the sale of equipment is calculated as the lesser of (i) 3% of gross sale proceeds or (ii) one-half of reasonable brokerage fees otherwise payable under arm's length circumstances. Payment of the remarketing fee is subordinated to Payout and is subject to certain limitations defined in the Management Agreement. Administrative charges represent amounts owed to AFG, pursuant to Section 10.4 of the Restated Agreement, as amended, for persons employed by AFG who are engaged in providing administrative services to the Partnership. Reimbursable operating expenses due to third parties represent costs paid by AFG on behalf of the Partnership which are reimbursed to AFG. All equipment was purchased from AFG, one of its affiliates, including other equipment leasing programs sponsored by AFG, or from third-party sellers. The Partnership's Purchase Price was determined by the method described in Note 2. All rents and proceeds from the sale of equipment are paid by the lessees directly to either AFG or to a lender. AFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Partnership. At December 31, 1994, the Partnership was owed $125,811 by AFG for such funds and the interest thereon. These funds were remitted to the Partnership in January 1995. EX-99.C.II 4 NOTE 5, 10-Q AMERICAN INCOME PARTNERS III-B LIMITED PARTNERSHIP FORM 10-Q--JUNE 30, 1995 NOTES TO THE FINANCIAL STATEMENTS NOTE 5--RELATED PARTY TRANSACTIONS All operating expenses incurred by the Partnership are paid by AFG on behalf of the Partnership and AFG is reimbursed at its actual cost for such expenditures. Fees and other costs incurred during each of the six month periods ended June 30, 1995 and 1994, which were paid or accrued by the Partnership to AFG or its Affiliates, are as follows:
1995 1994 ------- -------- Equipment management fees................................... $26,226 $55,012 Administrative charges...................................... 10,500 6,000 Reimbursable operating expenses due to third parties........ 56,308 40,153 ------- -------- Total................................................... $93,034 $101,165 ------- --------
All rents and proceeds from the sale of equipment are paid directly to either AFG or to a lender. AFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Partnership. At June 30, 1995, the Partnership was owed $48,073 by AFG for such funds and the interest thereon. These funds were remitted to the Partnership in July 1995.