-----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, U7XExp8eMpzr8MJmGE79tGtPEI/NZyvgPHJXpC5dRAET3tJvy1UuIWliDXdrHF5P 0Jz+O4fnb9T70uupBE9aTw== 0000847557-02-000178.txt : 20021114 0000847557-02-000178.hdr.sgml : 20021114 20021114170802 ACCESSION NUMBER: 0000847557-02-000178 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INCOME PARTNERS V D LTD PARTNERSHIP CENTRAL INDEX KEY: 0000847560 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 043090151 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19135 FILM NUMBER: 02826113 BUSINESS ADDRESS: STREET 1: 98 NORTH WASHINGTON ST. CITY: BOSTON STATE: MA ZIP: 02114 BUSINESS PHONE: 6175421200 MAIL ADDRESS: STREET 1: 98 N WASHINGTON STREET CITY: BOSTON STATE: MA ZIP: 02114 10-Q 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 ----------------------- 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. 0-19135 AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 04-3090151 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) c/o Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 676-0009 ------------------- American Income Partners V-D Limited Partnership 1050 Waltham Street, Suite 310, Lexington, MA - --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No____ ----- AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST FORM 10-Q INDEX
PART I. FINANCIAL INFORMATION: Page ---- Item 1. Financial Statements Statement of Net Assets in Liquidation at September 30, 2002 3 Statement of Changes in Net Assets in Liquidation (Liquidation Basis) for the period July 18, 2002 (Inception) through September 30, 2002 4 Notes to the Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk 10 Item 4. Controls and Procedures 10 PART II. OTHER INFORMATION: Item 1 - 6 11
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST STATEMENT OF NET ASSETS IN LIQUIDATION AT SEPTEMBER 30, 2002 (UNAUDITED)
ASSETS Cash and cash equivalents $ 606,239 Net assets due from the Partnership 36,203 Other assets 21,268 Interest receivable - loan 515,621 Loan receivable 2,306,916 ---------- Total assets $3,486,247 ========== LIABILITIES AND NET ASSETS IN LIQUIDATION Accrued liabilities $ 159,108 ---------- Net assets in liquidation $3,327,139 ==========
The accompanying notes are an integral part of these financial statements. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS) FOR THE PERIOD JULY 18, 2002 (INCEPTION) THROUGH SEPTEMBER 30, 2002 (UNAUDITED)
Net assets at July 18, 2002 $ 0 Transfer of net assets at liquidation basis 3,905,577 Net income from operations 49,926 Distributions (628,364) ----------- Net assets in liquidation at September 30, 2002 $3,327,139 ===========
The accompanying notes are an integral part of these financial statements. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2002 (UNAUDITED) NOTE 1 - ORGANIZATION - ------------------------ American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust") was formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same date by and between Wilmington Trust Company, as Trustee (the "Trustee") and American Income Partners V-D Limited Partnership, a Massachusetts limited partnership (the "Partnership"). In accordance with the terms of the settlement of the class and derivative action lawsuit entitled Leonard Rosenblum, et al. v. Equis Financial Group Limited Partnership, et al. (the "Settlement") and pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the Partnership dissolved and transferred all of its remaining assets and liabilities to the Trust, including a $683,294 cash reserve set aside for the estimated contingent liabilities of the Partnership and the Trust. From and after July 18, 2002, unitholders of the Partnership are deemed to be pro rata beneficial interest holders in the Trust. Pursuant to the terms of the Liquidating Trust Agreement, the Trust shall complete the liquidation and distribution of the assets and the satisfaction or discharge of the liabilities of the Partnership. NOTE 2 - BASIS OF PRESENTATION - ----------------------------------- The Trust's financial statements have been prepared on a liquidation basis of accounting, in accordance with accounting principles generally accepted in the United States and the instructions for preparing Form 10-Q under Rule 10-01 of Regulation S-X of the Securities and Exchange Commission and are unaudited. As such, these financial statements do not include all information and footnote disclosures required under generally accepted accounting principles for complete financial statements and, accordingly, the accompanying financial statements should be read in conjunction with the financial statements and related footnotes presented in the 2001 Annual Report (Form 10-K) of the Partnership. Except as disclosed herein, there has been no material change to the information presented in the footnotes to the 2001 Annual Report of the Partnership included in Form 10-K. In accordance with the liquidation basis of accounting, the carrying values of the assets are presented at net realizable amounts and all liabilities are presented at estimated settlement amounts, including estimated costs associated with completing the liquidation. Preparation of the financial statements on a liquidation basis requires significant assumptions by management, including the estimate of liquidation costs and the resolution of any contingent liabilities. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in the net assets recorded in the Statement of Net Assets in Liquidation at September 30, 2002. In the opinion of the Trust, all adjustments (consisting of normal and recurring adjustments) considered necessary to present fairly the net assets in liquidation at September 30, 2002 and the changes in net assets in liquidation for the period July 18, 2002 through September 30, 2002 have been made and are reflected in the accompanying financial statements. The net adjustment required to convert from the going concern (historical cost) basis of accounting to the liquidation basis of accounting was an increase in net assets of $237,334. This amount is reflected in the transfer of net assets at liquidation basis in the Statement of Changes in Net Assets in Liquidation. Significant changes in the carrying value of assets and liabilities are summarized as follows:
Increase in loan and interest receivable (Note 4) $ 296,334 Adjustment to accrued expenses 101,000 Estimated liquidation costs (160,000) ---------- Total adjustment to liquidation basis $ 237,334 ==========
NOTE 3 - NET ASSETS DUE FROM THE PARTNERSHIP - ---------------------------------------------------- At September 30, 2002, there was approximately $36,203 of cash, representing the remaining net assets of the Partnership. This amount was transferred to the Trust in November 2002. NOTE 4 - LOAN RECEIVABLE - ---------------------------- On or prior to July 18, 2002, Equis Financial Group Limited Partnership ("EFG") agreed to buy a loan, presently held by the Trust, made by the Partnership to Echelon Residential Holdings LLC ("Echelon Residential Holdings"). Pursuant to the terms of the Settlement, EFG agreed to purchase the loan on or before December 31, 2002 for its original principal value of $2,730,000, less any amounts previously paid, together with interest accruing at an annual rate of 7.5%. This loan was originally made to Echelon Residential Holdings by the Partnership together with loans made by ten other affiliated partnerships. Echelon Residential Holdings, through a wholly-owned subsidiary (Echelon Residential LLC), used the loan proceeds to acquire various real estate assets from Echelon International Corporation, an unrelated Florida-based real estate company. In connection with the loan, Echelon Residential Holdings has pledged a security interest in all of its right, title and interest in and to its membership interests in Echelon Residential LLC. The loan had a term of 30 months and matured on September 8, 2002. The loan bore an annual interest rate of 14% for the first 24 months and 18% for the final 6 months. Interest accrues and compounds monthly and was payable at maturity. The loan and related accrued interest were increased to their estimated net realizable amounts during the Partnership's adjustment to liquidation accounting in the amount $296,334, which is reflected in the amount of net assets transferred into the Trust. In accordance with the Settlement and in anticipation of the purchase of the loan by EFG, The Trust has agreed not to foreclose or initiate foreclosure procedures on the loans and believes the net carrying value of the loan receivable is appropriate. The Trust has been provided with the summarized unaudited financial information for Echelon Residential Holdings as of and for the nine month periods ended September 30, 2002 and 2001, respectively, as follows:
2002 2001 ------------- ------------- Total assets $ 90,565,683 $ 81,508,282 Total liabilities $111,989,048 $ 89,882,493 Minority interest $ 1,491,036 $ 1,688,330 Total deficit $(22,914,401) $(10,062,541) Total revenues $ 6,608,783 $ 9,371,321 Total expenses, minority interest and equity in loss of unconsolidated joint venture $ 13,818,589 $ 15,574,223 Net loss $ (7,209,806) $ (6,202,902)
NOTE 5 - RELATED PARTY TRANSACTIONS - ---------------------------------------- During the liquidation process, certain operating expenses incurred by the Trust are paid by EFG in its role as manager to the Trust. EFG is reimbursed by the Trust at its actual cost for such expenditures. Fees and other costs incurred during the period July 18, 2002 through September 30, 2002, which were paid or accrued by the Trust to EFG or its affiliates, were $21,527 of administrative charges. All rents and proceeds from the sale of equipment owned by the Trust are paid directly to EFG. EFG temporarily deposits collected funds in a separate interest-bearing escrow account prior to remittance to the Trust. At September 30, 2002, the Trust was not owed any amounts from EFG. The discussion of the loan to Echelon Residential Holdings in Note 4 above is incorporated herein by reference. In accordance with the liquidation basis of accounting, the Trust recorded an accrual during the period ended September 30, 2002 for the estimated costs expected to be incurred to liquidate the Partnership. Included in these estimated liquidation costs was approximately $48,000, expected to be payable to the general partner and its affiliates during the anticipated remaining liquidation period. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST FORM 10-Q PART I. FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations. - --------------- General - ------- Certain statements in this quarterly report of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust") that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to a variety of risks and uncertainties. There are a number of factors that could cause actual results to differ materially from those expressed in any forward-looking statements made herein. These factors include, but are not limited to, the performance and liquidation of the Partnership's remaining non-equipment assets. Liquidity and Capital Resources - ---------------------------------- The Trust was formed as of July 18, 2002. In accordance with the Settlement and pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the Partnership dissolved and transferred all of its remaining assets and liabilities to the Trust, including a $683,294 cash reserve set aside for contingent liabilities of the Partnership and the Trust. From and after July 18, 2002, unitholders of the Partnership are deemed to be pro rata beneficial interest holders in the Trust. Pursuant to the terms of the Liquidating Trust Agreement, the Trust shall complete the liquidation and distribution of the assets and the satisfaction or discharge of the liabilities of the Partnership. In accordance with the liquidation basis of accounting, the carrying values of the assets are presented at net realizable amounts and all liabilities are presented at estimated settlement amounts, including estimated costs associated with completing the liquidation. Preparation of the financial statements on a liquidation basis requires significant assumptions by management, including the estimate of liquidation costs and the resolution of any contingent liabilities. There may be differences between the assumptions and the actual results because events and circumstances frequently do not occur as expected. Those differences, if any, could result in a change in the net assets recorded in the Statement of Net Assets in Liquidation at September 30, 2002. In accordance with the Settlement, on or prior to July 18, 2002, Equis Financial Group Limited Partnership ("EFG") agreed to buy a loan, presently held by the Trust, made by the Partnership to Echelon Residential Holdings LLC ("Echelon Residential Holdings"). EFG agreed to purchase the loan on or before December 31, 2002 for its original principal value of $2,730,000, less any amounts previously paid, together with interest accruing at an annual rate of 7.5%. This loan was originally made to Echelon Residential Holdings by the Partnership together with loans made by ten other affiliated partnerships. Echelon Residential Holdings, through a wholly-owned subsidiary (Echelon Residential LLC), used the loan proceeds to acquire various real estate assets from Echelon International Corporation, an unrelated Florida-based real estate company. In connection with the loan, Echelon Residential Holdings has pledged a security interest in all of its right, title and interest in and to its membership interests in Echelon Residential LLC. The loan had a term of 30 months and matured on September 8, 2002. The loan bore an annual interest rate of 14% for the first 24 months and 18% for the final 6 months. Interest accrues and compounds monthly and was payable at maturity. The loan and related accrued interest were increased to their estimated net realizable amounts during the Partnership's adjustment to liquidation accounting in the amount $296,334, which is reflected in the net assets transferred into the Trust. The loan to Echelon Residential Holdings is, and will continue to be, subject to various risks, including the risk that EFG will not buy the loan in accordance with the Settlement and the risk of default by Echelon Residential Holdings. The ability of Echelon Residential Holdings to make loan payments and the amount the Trust may realize after a default would be dependent upon the risks generally associated with the real estate lending business including, without limitation, the existence of senior financing or other liens on the properties, general or local economic conditions, property values, the sale of properties, interest rates, real estate taxes, other operating expenses, the supply and demand for properties involved, zoning and environmental laws and regulations, rent control laws and other governmental rules. The Trust periodically evaluates the collectibility of the loan's contractual principal and interest and the existence of loan impairment indicators. At September 30, 2002, the Trust has agreed not to foreclose or initiate foreclosure procedures on the loans and believes the net carrying value of the loan receivable is appropriate. A cash distribution of $628,364 was paid to the beneficial interest holders of the Trust on August 18, 2002. In any given year, it is possible that beneficial interest holders in the Trust will be allocated taxable income in excess of distributed cash. This discrepancy between tax obligations and cash distributions may or may not continue in the future, and cash may or may not be available for distribution to the beneficial interest holders in the Trust adequate to cover any tax obligation. Cash distributions when paid to the beneficial interest holders in the Trust generally consist of both a return of and a return on capital. Cash distributions do not represent and are not indicative of yield on investment. Actual yield on investment cannot be determined with any certainty until conclusion of the Trust and will be primarily dependent upon the proceeds realized from the liquidation of the Trust's remaining assets offset by the associated costs of such liquidation and dissolution of the Trust. The Trust has been advised that the Partnership's capital account balances for federal income tax and for financial reporting purposes are different primarily due to differing treatments of income and expense items for income tax purposes in comparison to financial reporting purposes (generally referred to as permanent or timing differences). For instance, selling commissions, organization and offering costs pertaining to syndication of the Partnership's limited partnership units are not deductible for federal income tax purposes, but are recorded as a reduction of partners' capital for financial reporting purposes. The Trust has been advised that such differences are permanent differences between capital accounts for financial reporting and federal income tax purposes. Other differences between the bases of capital accounts for federal income tax and financial reporting purposes occur due to timing differences. Such items consist of the cumulative difference between income or loss for tax purposes and financial statement income or loss and the treatment of unrealized gains or losses on investment securities for book and tax purposes. Results of Operations - ----------------------- The Liquidating Trust Agreement gives the Trust authority to liquidate the remaining assets of the Trust in an orderly manner. As a result of the liquidation, operations are being accounted for on a liquidation basis in accordance with generally accepted accounting principles and the net income from operations was $49,926 for the period July 18, 2002 through September 30, 2002. Critical Accounting Policies and Estimates - ---------------------------------------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Trust to make estimates and assumptions that affect the amounts reported in the financial statements. On a regular basis, the Trust reviews these estimates and assumptions including those related to revenue recognition, asset lives, allowance for doubtful accounts, allowance for loan loss, impairment of long-lived assets and contingencies. These estimates are based on the Trust's historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Trust believes, however, that the estimates, including those for the above-listed items, are reasonable. The Trust believes the following critical accounting policies, among others, are subject to significant judgments and estimates used in the preparation of these financial statements: Allowance for loan losses: The Trust periodically evaluates the - ---------------------------- collectibility of the loan's contractual principal and interest and the - ---------- existence of loan impairment indicators, including contemporaneous economic - -------- conditions, situations which could affect the borrower's ability to repay its - ---- obligation, the estimated value of the underlying collateral, and other relevant - -- factors. Real estate values are discounted using a present value methodology over the period between the financial reporting date and the estimated disposition date of each property. A loan is considered to be impaired when, based on current information and events, it is probable that the Trust will be unable to collect all amounts due according to the contractual terms of the loan agreement, which includes both principal and interest. A provision for loan losses is charged to earnings based on the judgment of the Trust of the amount necessary to maintain the allowance for loan losses at a level adequate to absorb probable losses. Contingencies and litigation: The Trust is subject to legal proceedings - ------------------------------- involving ordinary and routine claims related to its business. The ultimate - ------- legal and financial liability with respect to such matters cannot be estimated - --- with certainty and requires the use of estimates in recording liabilities for potential litigation settlements. Estimates for losses from litigation are made after consultation with outside counsel. If estimates of potential losses increase or the related facts and circumstances change in the future, the Trust may be required to adjust amounts recorded in its financial statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk - -------------------------------------------------------------------------- The Trust's financial statements include financial instruments that are exposed to interest rate risks. Pursuant to the terms of the Settlement, EFG has agreed to buy the loan to Echelon Residential Holdings no later than December 31, 2002, at face value plus interest at 7.5% per annum less any previously paid amounts. Investments earning a fixed rate of interest may have their fair market value adversely impacted due to a rise in interest rates. The effect of interest rate fluctuations on the Trust for the period July 18, 2002 through September 30, 2002 was not material. Item 4. Controls and Procedures - ----------------------------------- Based on their evaluation as of a date within 90 days of the filing of this Form 10-Q, the Trust's Chief Executive Officer and Chief Financial Officer have concluded that the Trust's disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no significant changes in the Trust's internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST FORM 10-Q PART II. OTHER INFORMATION Item 1. Legal Proceedings . Response: None Item 2. Changes in Securities . Response: None Item 3. Defaults upon Senior Securities . Response: None Item 4. Submission of Matters to a Vote of Security Holders . Response: None Item 5. Other Information . Response: None Item 6(a). Exhibits . Response: Exhibit 4 Liquidating Trust Agreement between the Partnership and Wilmington Trust Company dated July 18, 2002 was filed in the Partnership's June 30, 2002 Quarterly Report as Exhibit 2.16 and is incorporated herein by reference Exhibit 10.1 Appointment Agreement between Wilmington Trust Company, as Trustee and not Individually, of the Liquidating Trusts, and Equis Corporation, as Manager, dated November 13, 2002 Exhibit 99.1 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 99.2 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Item 6(b). Reports on Form 8-K Response : None SIGNATURE PAGE Pursuant to the requirements 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. AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP LIQUIDATING TRUST By: Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not Individually By: /s/ Wayne E. Engle --------------------- Wayne E. Engle Vice President (Duly Authorized Officer and Chief Financial Officer) Date: November 14, 2002 ------------------- CERTIFICATION: I, Gary D. Engle, certify that: 1. I have reviewed this quarterly report on Form 10-Q of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust"); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Gary D. Engle - -------------------- Gary D. Engle President (Chief Executive Officer) Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not Individually Date: November 14, 2002 CERTIFICATION: I, Wayne E. Engle, certify that: 1. I have reviewed this quarterly report on Form 10-Q of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust"); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Wayne E. Engle - --------------------- Wayne E. Engle Vice President (Chief Financial Officer) Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not Individually Date: November 14, 2002 Exhibit Index 10.1 Appointment Agreement between Wilmington Trust Company and Equis Corporation 99.1 Certificate of Chief Executive Officer pursuant to Section 906 of Sarbanes - - Oxley Act 99.2 Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes - - Oxley Act EX-10 3 doc2.txt 10.1 Agreement made this 13th day of November, 2002, by and among Wilmington Trust Company (the "Trustee"), a Delaware banking corporation, located at 1100 North Market Street, Wilmington, Delaware, as Trustee of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust") and Equis Corporation (the "Manager" or "Equis"). WHEREAS, the Trustee has been appointed to act as Liquidating Trustee of the Trust, pursuant to a "Revised Stipulation of Settlement" dated January 29, 2002, and amended June 11, 2002 (the "Settlement"), which Settlement was approved by the United States District Court for the Southern District of Florida (the "Court") in a case entitled Leonard Rosenblum et al. vs. Equis Financial Group Limited Partnership et al. in a Final Judgment and Order (the "Order") entered June 18, 2002; and WHEREAS, the Trust and the Trustee have entered into a Liquidating Trust Agreement dated as of July 18, 2002 (the "Liquidating Trust Agreement"); and WHEREAS, the Trustee has been authorized, pursuant to the Order and the Liquidating Trust Agreement to employ or contract with such persons as the Trustee may deem necessary, including a Manager to carry out the purposes of the Trust which Manager may include Equis Financial Group and its affiliates; and WHEREAS, the Trustee wishes to employ Equis Corporation to act, as Manager of the Trust; NOW THEREFORE, for good and valuable consideration and subject to the terms and provisions set forth below, the Trustee and Equis agree to the following terms and conditions: 1. The Trustee hereby appoints Equis to act as Manager of the Trust and to continue to perform the management, administrative, accounting and advisory services as may be requested by the Trustee and as were previously rendered by Equis and its affiliates on behalf of the Partnership to which the Trust is acting as Successor and the Manager agrees to perform such services for the Trust; 2. In connection with such services, Equis agrees to make available the services of Gary D. Engle, Chief Executive Officer to act as the Trust's Chief Executive Officer and by signing below, Gary D. Engle agrees so to act. 3. In connection with such services, Equis agrees to make available the services of Wayne E. Engle, its Corporate Vice President to act as the Trust's Chief Financial Officer and by signing below, Wayne E. Engle agrees so to act. 4. The Manager, including Gary D. Engle and Wayne E. Engle shall provide only such services as are requested by the Trustee. 5. In connection with such services as are requested by the Trustee, the Trust shall pay the Manager on the same basis as the Trust's predecessor partnership paid the Manager and its affiliates. 6. This Agreement is terminable at will by either party. 7. Unless otherwise agreed, all notices, instructions and other communications required or permitted to be given hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been duly given if delivered by hand, by telecopier (with receipt confirmed, which confirmation may be mechanical) or by reputable overnight courier, charges prepaid, addressed as follows: If to Trustee: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19891-0001 Attention: Corporate Trust Administration with a copy to: Putney Twombly Hall & Hirson, LLP 521 Fifth Avenue New York, New York 10175 Attention: William M. Pollak, Esq. If to Manager: c/o Nixon Peabody LLP 101 Federal Street Boston, Massachusetts 02110-1832 Attention: Alexander J. Jordan, Jr. 8. This Agreement and the agreements specifically referred to herein and therein constitute the entire agreement among the parties hereto, and supersede all prior agreements and understandings, oral or written, among the parties hereto with respect to the subject matter hereof or thereof. 9. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have duly executed this Agreement on the day and year first above written. EQUIS CORPORATION By: Gary D. Engle Title: Chief Executive Officer American Income Partners V-D Limited Partnership Liquidating Trust By: WILMINGTON TRUST COMPANY, Trustee By: Name: Title: AGREED TO WITH RESPECT TO PARAGRAPH 2: ______________________________ Gary D. Engle AGREED TO WITH RESPECT TO PARAGRAPH 3: ______________________________ Wayne E. Engle H:\WMP\Wilmington\Equis-Engagement letter.doc EX-99 4 doc3.txt EXHIBIT 99.1 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 In connection with the Quarterly Report of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust"), on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Chief Executive Officer of the Trust, hereby certifies pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report of the Trust filed today fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. /s/ Gary D. Engle -------------------- Gary D. Engle President (Chief Executive Officer) Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not Individually November 14, 2002 EX-99 5 doc4.txt EXHIBIT 99.2 Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002 In connection with the Quarterly Report of American Income Partners V-D Limited Partnership Liquidating Trust (the "Trust"), on Form 10-Q for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Principal Financial and Accounting Officer of the Trust, hereby certifies pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report of the Trust filed today fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust. /s/ Wayne E. Engle --------------------- Wayne E. Engle Vice President (Chief Financial Officer) Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not Individually November 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----