UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999 Commission File No. 2-95011
Wellesley Lease Income Limited Partnership III-D
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(Exact Name of Registrant as Specified in its Charter)
Massachusetts 04-2850823
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
77 Franklin Street, 4th Floor, Boston, MA 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 482-8000
Securities registered pursuant
to Section 12(b) of the Act None
Securities registered pursuant
to Section 12(g) of the Act Units of Limited
Partnership Interests
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 preceeding 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
--- ---
State the aggregate market value of the voting stock held by non-affiliates of
the registrant as of March 31, 2000: Not applicable, since securities are non-
voting.
Documents incorporated by reference: None.
Exhibit Index on Page: 35
Page 1 of 36
Corporate organization as discussed in Part I, Item 1. Business. is as follows:
TLP Holding LLC ("Holding") controls TLP Leasing Programs, Inc. ("TLP"), TLP
Management Services, Inc. ("TLPMS"), and TLP Securities, Inc. TLP controls TLP
Columbia Management Corp. ("TCMC") which serves as General Partner to the
Columbia Lease Income Funds. Torchmark Corporation ("Torchmark") controls TMK/
United, Inc. which controls Waddell and Reed Financial Services, Inc. ("Waddell
and Reed").
Through various dealer-manager arrangements, TLP, TLPMS, and Waddell and Reed
serve as corporate general partners to the Wellesley Leasing Partnership
("Wellesley General Partner"). The Wellesley General Partner is the general
partner for the Wellesley Lease Income Limited Partnership.
Part I
Item 1. Business.
Wellesley Lease Income Limited Partnership III-D (the "Partnership") is a
limited partnership organized under the provisions of the Massachusetts Uniform
Limited Partnership Act on December 18, 1984. As of December 31, 1999, the
Partnership consisted of a General Partner and 1,910 Limited Partners owning
20,185 Units of Limited Partnership Interests of $500 each (the "Units"), except
that employees of the Corporate General Partners of the General Partner and
employees and securities representatives of its affiliates purchased 334 Units
for a net price of $460 per Unit, and the Partnership incurred no obligation to
pay any sales commissions with respect to such sales. The Units were sold
commencing March 19, 1985, pursuant to a Registration Statement on Form S-1
under the Securities Act of 1933. As set forth more fully at Item 10. Directors
and Executive Officers of the Partnership. of this report, the General Partner
is Wellesley Leasing Partnership, and the General Partner has three Corporate
General Partners (the "Corporate General Partners"): TLP Leasing Programs, Inc.
("TLP") and TLP Management Services Corporation ("TLPMS"), formerly CIS
Management Services Corporation ("CISMS"), both Massachusetts corporations and
Waddell & Reed Financial Services, Inc. ("Waddell & Reed", formerly TUP
Services, Inc. "TUPS"), a Missouri corporation.
The Partnership was organized to engage in the business of acquiring income-
producing computer peripheral equipment for investment purposes. The
Partnership's principal objectives are as follows:
1. To acquire and lease equipment, primarily through operating leases, to
generate income during its entire useful life;
2. To provide quarterly distributions of cash to the Limited Partners from
leasing revenues and from the proceeds of sales or other disposition of
Partnership equipment; and
3. To reinvest a portion of lease revenues and a substantial portion of cash
from sales and refinancings in additional equipment during the first nine
years of the Partnership's operations.
The Partnership was formed primarily for investment purposes and not as a "tax
shelter".
The Partnership shall terminate on December 31, 2012, unless sooner dissolved
or terminated as provided in Section 11 of the Amended Agreement of Limited
Partnership.
The closing date of the Partnership was April 25, 1986, and aggregate equipment
purchased through December 31, 1999, is $31,576,015. At the end of 1999, there
are 14 leases in place with 9 lessees. The acquisition of these leases and
equipment is described more fully in Item 2. Properties. of this report and
notes 3 and 4 to the financial statements included in Item 8. Financial
Statements and Supplementary Data.
On January 9, 1996, TLP Holding LLC purchased all the common stock of TLP and
TLPMS from CMI Holding Co. and CMI Corporation, respectively. Under the new
ownership, TLP and TLPMS will continue to operate in the same manner of business
as described below.
Under the Partnership Agreement, the General Partner, Wellesley Leasing
Partnership, is solely responsible for the operation of the Partnership and its
equipment. As discussed above, the General Partner has three Corporate General
Partners: TLP, TLPMS and Waddell & Reed. TLP was formed in December 1982 and
is a wholly-owned subsidiary of TLP Holding LLC ("Holding"). TLPMS was formed
in May 1985 as CISMS, and is a wholly-owned subsidiary of Holding and an
affiliate of TLP. Holding is primarily engaged in management services and
equipment leasing. Waddell & Reed (formerly TUPS) was formed in May 1986 and is
an affiliate of Waddell & Reed, Inc., which was one of the Soliciting Brokers
for this offering. Both Waddell & Reed and Waddell & Reed, Inc. are wholly-
owned subsidiaries of TMK/United Inc., which itself is an indirect 85% owned
subsidiary of Torchmark Corporation ("Torchmark").
The General Partnership Agreement between TLP and TLPMS (the "General
Partnership Agreement"), provides that TLPMS will propose to the Partnership
equipment acquisitions, leasing, financing and re-financing transactions, and
sale transactions, for approval by the Executive Committee, and will oversee
the operation, management and use of the Partnership's equipment, and that TLP
will oversee the marketing of the Units and all administrative functions of the
Partnership and, together with Waddell & Reed, will supply substantially all of
the General Partner's capital resources. All of the Partnership's equpment to
date has been acquired, and all dispositions of Partnership equipment have been
made, through TLPMS, using the personnel and resources of Holding and several
outside equipment lease brokers the General Partner believes would be most
advantageous for the Partnership.
The Partnership's investment policy provides for the acquisition of diversified
types of computer equpment and the leasing of such equipment to others on a
short-term basis under operating leases. The Partnership generally purchases
equipment for which a lease exists, or is entered into at the time of the
Partnership's acquisition of the equipment. This equipment is recorded and
depreciated at the Partnership cost (purchase price plus the acquisition fee).
If at any time the General Partner deems the equipment to be obsolete or related
maintenance and storage costs to be in excess of its fair market value, the
equipment is scrapped or sold at the current fair market value, which ever is
most advantageous for the Partnership.
Pursuant to its leasing policies, the General Partner performs a credit analysis
of potential lessees to determine their creditworthiness. The General Partner
leases all of its equipment to third parties by means of operating leases with
fixed base lease rates. Rents are payable monthly or quarterly. Operating
leases generally do not have terms greater than five years in duration and the
aggregate noncancelable rental payments during the term of the lease (on a net
present value basis), are not sufficient to permit the lessor to recover the
purchase price of the equipment.
At the termination of the lease, the General Partner arranges for the equipment
to be re-leased (either to the same lessee or a new lessee) if it determines
that re-leasing is in the Partnership's best interests. Generally, equipment is
is re-leased at least once and possibly several times during the Partnership's
life, unless it is determined that the equipment is not marketable and
therefore may be sold. The General Partner provides, or arranges for the
installation, removal, maintenance and modification of the Partnership's
equipment. Also, the General Partner will purchase and maintain, or cause to be
purchased and maintained, appropriate insurance coverage to protect the
interests of the Partnership.
Of the leases in place at December 31, 1999, the Partnership owned various
computer equipment with an original cost basis of $1,002,046. Listed below is
a breakdown of the various types of computer equipment owned:
Computer $ 161,962
Peripherals 380,952
Other 459,132
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$ 1,002,046
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Of the leases in place at December 31, 1999, the average lease term is 29 months
and the average monthly lease rate as a percentage of original equipment cost is
2.74%.
The Partnership's investments in computer peripheral equipment are and will
continue to be subject to various risk factors. The principal business risk
associated with ownership of the equipment is the inability to keep it fully
leased at rentals which, after payment of operating expenses and debt service on
Partnership borrowings, provide, together with any anticipated sales proceeds or
salvage value, an acceptable rate of return. Other risk factors include:
1. Technological and economic equipment obsolescence, physical deterioration,
malfunction, and risks attendant upon defaults by lessees and credit
losses.
2. Residual Values of Equipment. The Partnership's return on its investment
in equipment will depend in part upon the continuing value of such
equipment which in turn, depends upon, among other things: (1) the quality
of the equipment; (2) the condition of the equipment; (3) the timing of the
equipment's acquisition; (4) the cost of comparable new equipment; (5) the
technological obsolescence of the equipment; (6) the General Partner's
ability to forecast technological changes which may reduce the value of the
equipment; and (7) market factors.
3. Competition from Full Payout Lessors. In connection with operating leases,
the Partnership will encounter considerable competition from those offering
full payout leases, which are written for a longer term and a lower rate
than the Partnership's operating leases.
4. Competition from Manufacturers. Leases offered by the Partnership will
compete with operating leases and full payout leases offered by equipment
manufacturers in their own lease programs. In addition to attractive
financial terms, manufacturers may also provide certain ancillary services
which the Partnership cannot offer directly, such as maintenance service
(including possible equipment substitution rights), warranty services and
trade-in privileges.
5. Other Competition. There are numerous other potential investors, including
limited partnerships organized and managed similarly to the Partnership,
seeking to purchase equipment subject to either operating leases or full
payout leases, many of which will have greater financial resources than the
Partnership and more experience than the General Partner. The Partnership
will compete in the computer leasing marketplace with many
non-manufacturing firms, including other equipment dealers, brokers and
leasing companies, as well as with financial institutions.
6. Defaults by Lessees. Default by a lessee may cause equipment to be
returned to the Partnership at a time when the General Partner may be
unable to promptly arrange for its re-leasing (at the rental rate
previously received or otherwise) or sale (with or without a loss), thus
resulting in the loss of anticipated revenues and the inability to recover
the Partnership's investment and repay related debt. Any related debt may
be secured by the returned equipment and, in some cases, by the
Partnership's other equipment. If the debt is not paid in a timely manner,
the lender may foreclose and assume ownership of all equipment securing the
debt, resulting in economic loss and adverse tax consequences to the
Partnership's partners. Four lessees, American Hard Cider, Incorporated,
FaxNet, Incorporated, The Internet Access Company, Incorporated, and VIP
Calling, Incorporated, lease equipment in excess of 10% of total rental
income for the year ended December 31, 1999. The related rental payments
comprise 20.55%, 11.59%, 33.35%, and 10.73%, respectively, of the total
rental income for the year ended December 31, 1999. Five lessees,
American Hard Cider, Incorporated, FaxNet, Incorporated, Hughes Aircraft,
Incorporated, The Internet Access Company, Incorporated, and VIP Calling,
Incorporated, lease equipment comprising 21.33%, 26.17%, 14.91%, 11.21%,
and 10.65%, respectively, of the total equipment portfolio at December 31,
1999.
7. Changes in Technology. The General Partner intends to offer lease rates to
the Partnership's lessees which take into account the risk of technological
advances which may reduce the value of such equipment owned by the
Partnership. However, the introduction of an entirely new technology could
lead to a radical reduction in the fair market value of certain equipment
and make such equipment difficult to re-lease.
Item 2. Properties.
At December 31, 1999, the Partnership owned computer equipment with a
depreciated cost basis of $208,553. All purchases of computer equipment are
subject to a 3% acquisition fee paid to the General Partner.
Item 3. Legal Proceedings:
There are no material pending legal proceedings that the Partnership is a party
or of which any of its equipment or leases is the subject.
On January 9, 1996, TLP Holding LLC purchased all the common stock of TLP from
CMI Holding Co. and all the common stock of TLP Management Services Corporation
("TLPMS", formerly CIS Management Services Corporation "CISMS") from CMI
Corporation. Under the new ownership, it is expected that TLP and TLPMS will
continue to operate in the same manner of business as each has in the past.
On January 13, 1989 (the "Petition Date"), Continental Information Systems
Corporation ("Continental"), CIS Corporation ("CIS"), CMI Holding Co. ("CMI
Holding"), CMI Corporation ("CMI") and certain of its affiliates (collectively,
the "Debtors"), voluntarily petitioned for relief under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11"), and thereafter continued in the
management and operation of their businesses and property as Debtors In
Possession until October 25, 1989, when the United States Bankruptcy Court (the
"Court") confirmed the appointment of James P. Hassett as Chapter 11 trustee
(the "Trustee") of the Debtors. CMI Holding is the former parent of TLP and CMI
is the former parent of TLPMS. TLP and TLPMS, neither of which filed under
Chapter 11, are the two Corporate General Partners of Wellesley Leasing
Partnership, the General Partner of the Partnership. Both before and after the
Petition Date, CIS and CMI have acted as agents for the Partnership in selling,
leasing and remarketing Partnership equipment. CMI Holding became a wholly-
owned subsidiary of CIS pursuant to a Court ordered settlement on July 20, 1993.
As of the Petition Date, there were a number of unsettled transactions between
CIS and CMI and the Partnership and other affiliated partnerships (the
Partnership and such other partnerships are herein collectively referred to as
the "Partnerships"), including outstanding accounts receivable and accounts
payable between each of the Partnerships and CIS and CMI and their affiliates,
sales of equipment and related leases from CIS and CMI to each of the
Partnerships for which not all documentation had been completed as of the
Petition Date, and sales of equipment and related leases from which CIS had
failed to remove prior third-party liens. In addition, accounts receivable and
accounts payable continued to accrue and be paid between each of the
Partnerships and CIS and CMI and their affiliates subsequent to the Petition
Date.
On February 28, 1992, the Court granted an order implementing a settlement of
the outstanding issues between each of the Partnerships and the Debtors. The
settlement occurred on March 13, 1992. In the order the Court approved a set-off
on a partnership-by-partnership basis of pre-petition amounts owed by each
affected Debtor to each Partnership to the extent of pre-petition amounts owed
by that Partnership to that Debtor. The Partnership was a net creditor to the
Debtors and paid in full its amounts owing them.
On November 29, 1994, the Court confirmed the Trustee's proposed Joint Plan of
Reorganization dated October 4, 1994, and the Debtors emerged from Chapter 11
bankruptcy protection on December 21, 1994.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Market for the Partnership's Securities and Related Security Holder
Matters.
(a) Market Information
The Partnership's outstanding securities consist of Limited Partnership
Interests in Units of $500 each. As of December 31, 1999, 20,185 Units had been
sold to the public at a price of $500 per Unit (except for 334 Units which were
sold for a net price of $460 per Unit to employees of the Corporate General
Partners of the General Partner and employees and securities representatives of
its affiliates).
There is no public market for the Units, and it is not anticipated that such a
public market will develop.
(b) Approximate Number of Security Holders
Number of Unit Number of Units
holders on Record as of
Title of Class as of 12/31/99 12/31/99
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Units of Limited
Partnership Interests 1,910 20,185
(c) Dividend History and Restrictions
During the fiscal period ended December 31, 1986 the Partnership completed its
offering of 20,185 Units. Pursuant to Section 8 of the Limited Partnership
Agreement, the Partnership's "Distributable Cash From Operations" for each year
will be determined and then distributed to the Partners. Upon reaching the end
of its reinvestment period (the ninth anniversary of the Partnership's closing
date), the Partnership will also distribute to the Partners "Distributable Cash
From Sales or Refinancings", if any. The Partnership distributed $555,087,
$605,558, and $504,626 to the Limited Partners and $29,216, $31,872, and
$26,560 to the General Partners in 1999, 1998, and 1997, respectively. The
cumulative cash distributions to the Limited Partners through December 31, 1999
are $12,686,285 as compared with the Limited Partners' net contributed capital
of $8,987,039.
"Cash From Operations" and "Cash From Sales or Refinancing" means the net cash
provided by the Partnership's normal operations or as a result of any sales,
refinancings or other dispositions of equipment, respectively, after the general
expenses and current liabilities of the Partnership (other than the equipment
management fee) are paid, as reduced by any reserves for working capital and
contingent liabilities to the extent deemed reasonable by the General Partner,
and as increased by any portion of such reserves then deemed by the General
Partner not to be required for Partnership operations. "Distributable Cash From
Operations" and "Distributable Cash From Sales or Refinancings" means Cash From
Operations or Cash From Sales or Refinancings, respectively, reduced by amounts
which the General Partner determines shall be reinvested (through the ninth
anniversary of the Partnership's closing date) in additional Equipment and by
payments of all accrued but unpaid equipment management fees.
For rendering services in connection with the normal operations of the
Partnership, the Partnership will pay to the General Partner a Partnership
management fee equal to 7% of the monthly rental billings collected. Each
distribution of Distributable Cash From Operations and any Distributable Cash
From Sales or Refinancings from gains of the Partnership shall be allocated 95%
to the Limited Partners and 5% to the General Partner. Any losses from sales or
refinancings of equipment shall be allocated 99% to the Limited Partners and 1%
to the General Partner until "Payout" has occurred. "Payout" means the time
when the aggregate amount of all distributions to the Limited Partners of
Distributable Cash From Operations and of Distributable Cash From Sales or
Refinancings equals the aggregate amount of the Limited Partners' original
invested capital plus a cumulative 10% annual return (compounded daily) on their
aggregate unreturned invested capital (calculated from the beginning of the
first full fiscal quarter following the Partnership's closing date). Including
the distribution for the fourth quarter of 1999 made February 11, 2000,
cumulative distributions to date are $636.00 per Unit. This constitutes 127%
of your initial investment. After Payout has occurred, any Distributable
Cash From Sales or Refinancings will be distributed 15% (plus an additional 1%
for each 1% by which the total of all Limited Partners' original Capital
Contributions actually paid or allocated to the Partnership's investment in
equipment exceeds the greater of (i) 80% of the gross proceeds of the
Partnership's offering of Units, reduced by 0.0625% for each 1% of leverage
encumbering Partnership equipment, or (ii) 75% of the gross proceeds of such
offering) to the General Partner, and the remainder to the Limited Partners.
It is not anticipated that Payout will occur as of the liquidation of this
Partnership.
Distributable Cash, if any, will be distributed within 60 days after the
completion of each of the first three fiscal quarters of each Partnership fiscal
year, and within 120 days after the completion of each fiscal year, beginning
after the first full fiscal quarter following the Partnership's closing date.
Each such distribution will be described in a statement sent to the Limited
Partners.
Item 6. Selected Financial Data.
The following table sets forth selected financial information regarding the
Partnership's financial position and operating results. This information should
be read in conjunction with the financial statements and notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations, which are included in Item 7. and 8., respectively, of this report.
For the Years Ended December 31,
1999 1998 1997 1996 1995
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Operating Data
Rental Income $ 866,790 $ 1,532,778 $ 1,773,096 $ 1,557,912 $ 2,483,009
Interest Income 11,964 12,385 11,152 18,063 16,961
Net Income 86,127 387,470 401,383 160,016 471,147
Net Income Per Limited
Partnership Unit 2.82 17.62 18.57 5.35 21.01
Distributions to Partners 584,303 637,430 531,186 903,015 956,134
Distributions Per Limited
Partnership Unit 27.50 30.00 25.00 42.50 45.00
Balance Sheet Data
Cash and Cash Equivalents $ 421,949 $ 403,150 $ 253,590 $ 265,199 $ 245,755
Computer Equipment at Cost 1,002,046 3,589,735 6,164,470 5,844,357 7,636,323
Total Assets 685,432 1,477,641 2,382,132 2,451,823 3,116,203
Long-term Debt 3,947 229,717 858,642 795,925 732,726
Partners' Equity 642,085 1,140,261 1,390,221 1,520,024 2,263,023
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
On April 25, 1986, the Partnership completed its offering and received from the
escrow account $10,079,140 representing 20,185 Units of Limited Partnership
Interests. Of this amount, the Partnership received proceeds from the sale of
334 Units at a price net of sales commissions for employees of the General
Partners of the General Partner and employees and securities representatives of
its affiliates, who are allowed to purchase Units for a net price of $460 per
Unit.
Results of Operations
The Partnership realized net income of $86,127, $387,470, and $401,383 for the
years ended December 31, 1999, 1998 and 1997, respectively. Rental income
decreased $665,988 or 43% and decreased $240,318 or 14% in 1999 and 1998,
respectively. The current year decrease in rental income is due primarily to a
decrease in the overall size of the equipment portfolio. The 1998 decrease in
rental income is primarily due to lower rental rates obtained on equipment lease
extensions and remarketings resulting after the initial lease term expires.
Interest income decreased slightly in the current year as a result of lower
average short-term investment balances held during 1998, versus the prior year
in which interest income increased due to the higher average short-term balances
held. Other income is the result of the reduction of overstated liabilities
recorded in prior periods. The net loss on sale of equipment in the current
year is due to the early buy out on several leases carrying high net book
values.
Total costs and expenses decreased 36% and 17% in 1999 and 1998, respectively,
compared to prior periods. The decrease in costs and expenses is primarily a
result of lower depreciation expense. The current year decrease in depreciation
expense is attributable to a portion of the equipment becoming fully
depreciated. Interest expense decreased $44,143 between 1999 and 1998 due to
the continued paydown of long-term debt. General and administrative expenses
decreased $96,840 or 30% mainly due to cost cutting efforts on behalf of the
General Partner during the current year.
The Partnership recorded net income per Limited Partnership Unit of $2.82,
$17.62, and $18.57 for the years ended December 31, 1999, 1998 and 1997,
respectively. The allocation for each of the years includes a cost recovery
allocation of profit and loss among the General and Limited Partners. This cost
recovery allocation is required to maintain capital accounts consistent with the
distribution provisions of the Partnership Agreement. In certain periods, the
cost recovery of profit and loss may result in an allocation of net loss to the
Limited Partners in instances when the Partnership's operations were profitable
for the period.
Liquidity and Capital Resources
For the year ended December 31, 1999, rental revenue generated from operating
leases and sales proceeds generated from equipment sales were the primary
sources of funds for the Partnership. As equipment leases terminate, the
General Partner determines if the equipment will be extended to the same lessee,
remarketed to another lessee, or sold. This decision is made upon analyzing
which option generates the most favorable result.
It is expected that rental income will decline in the future due to two factors.
First, lower rates are obtained on the remarketing of existing equipment upon
expiration of the original leases. Typically the remarketed rates are lower due
to the decrease in useful life of the equipment. Secondly, the increasing
change of technology in the computer industry usually decreases the demand for
older equipment, thus increasing the possibility of obsolescence. Both of these
factors together will cause remarketed rates to be lower than original rates and
will cause certain leases to terminate upon expiration. This decrease however,
should not affect the partnership's ability to meet its future cash
requirements, including long-term debt obligations. To the extent that future
cash flows should be insufficient to meet the Partnership's operating expenses
and liabilities, additional funds could be obtained through the sale of
equipment, or a reduction in the rate of cash distributions. Future rental
revenues amount to $117,932 and are to be received over the next two years (see
note 4 to the financial statements).
The Partnership's investing activities for the year resulted in equipment sales
with a net depreciated cost basis of $328,283, generating $213,793 in proceeds.
The Partnership will not purchase equipment in the future as the Partnership
reached the end of its extended reinvestment period in June, 1997.
The Partnership's financing activities included a paydown on long-term debt
during 1999 of $225,770. The Partnership will payoff its remaining long-term
debt of $3,947 by 2000. Total long-term debt assumed by the Partnership from
inception is $7,995,934, for a total leverage of 25%.
Cash distributions paid in the first quarter of 2000 are currently at an annual
level of 6% per Limited Partnership Unit, or $7.50 per Limited Partnership Unit.
During 1999, the Partnership distributed a total of $27.50 per Limited
Partnership Unit, of which $2.82 per Unit represents income and $24.68 per Unit
represents a return of capital. For the quarter ended December 31, 1999, the
Partnership declared a cash distribution of $159,356, of which $7,968 was
allocated to the General Partner and $151,388 was allocated to the Limited
Partners. The distribution subsequently occurred on February 11, 2000. The
Partnership expects to continue paying at or near this level in the future. The
effects of inflation have not been significant to the Partnership and are not
expected to have any material impact in future periods.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Independent Auditors' Report
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The Partners of Wellesley Lease Income Limited Partnership III-D:
We have audited the accompanying balance sheets of Wellesley Lease Income
Limited Partnership III-D (a Massachusetts Limited Partnership) as of December
31, 1999 and 1998, and the related statements of operations, partners' equity
(deficit) and cash flows for each of the years in the three-year period ended
December 31, 1999. In connection with our audits of the financial statements, we
have also audited the accompanying financial statement schedule II for each of
the years in the three-year period ended December 31, 1999. These financial
statements and this financial statement schedule are the responsiblity of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and this financial statement schedule 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 Wellesley Lease Income Limited
Partnership III-D as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 1999, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
As discussed in Note 1, the General Partner has announced its intention of
winding down the operations of the Partnership in 2000. The General Partner
will continue to maintain and remarket the existing portfolio as equipment
leases expire, and equipment returned by lessees will be sold.
KPMG LLP
Boston, Massachusetts
February 25, 2000
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Balance Sheets
December 31, 1999 and 1998
Assets
------
1999 1998
-------------- --------------
Investment property, at cost:
Computer equipment $ 1,002,046 $ 3,589,735
Less accumulated depreciation 793,493 2,575,703
-------------- --------------
Investment property, net 208,553 1,014,032
Cash and cash equivalents 421,949 403,150
Rents receivable, net 3,701 5,483
Accounts receivable - affiliates 51,229 48,059
Other assets - 6,917
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Total assets $ 685,432 $ 1,477,641
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Liabilities and Partners' Equity
--------------------------------
Liabilities:
Current portion of long-term debt $ 3,947 $ 225,770
Accounts payable and accrued expenses - affiliates 8,042 23,637
Accounts payable and accrued expenses 24,170 52,371
Unearned rental revenue 7,188 31,655
Long-term debt, less current portion - 3,947
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Total liabilities 43,347 337,380
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Partners' equity:
General Partner:
Capital contribution 1,000 1,000
Cumulative net income 666,718 637,502
Cumulative cash distributions (667,718) (638,502)
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- -
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Limited Partners (20,185 units):
Capital contribution, net of offering costs 8,987,039 8,987,039
Cumulative net income 4,341,331 4,284,420
Cumulative cash distribuitons (12,686,285) (12,131,198)
-------------- --------------
642,085 1,140,261
-------------- --------------
Total partners' equity 642,085 1,140,261
-------------- --------------
Total liabilities and partners' equity $ 685,432 $ 1,477,641
============== ==============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Statements of Operations
Year Ended December 31, 1999, 1998 and 1997
1999 1998 1997
-------------- -------------- --------------
Revenue:
Rental income $ 866,790 $ 1,532,778 $ 1,773,096
Interest income 11,964 12,385 11,152
Warrant income 11,202 - -
Other income 16,249 - -
Net gain (loss) on sale of equipment (57,040) 28,709 50,663
-------------- -------------- --------------
Total revenue 849,165 1,573,872 1,834,911
-------------- -------------- --------------
Costs and expenses:
Depreciation 534,647 825,145 1,103,845
Interest 7,245 51,388 74,095
General and administrative 220,997 318,537 301,757
Provision for (reversal of) doubtful accounts 149 (8,668) (46,169)
-------------- -------------- --------------
Total costs and expenses 763,038 1,186,402 1,433,528
-------------- -------------- --------------
Net income $ 86,127 $ 387,470 $ 401,383
============== ============== ==============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Statements of Partners' Equity (Deficit)
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
-------------- -------------- --------------
Equity at December 31, 1996 $ - $ 1,520,024 $ 1,520,024
Net income 26,560 374,823 401,383
Cash distributions (26,560) (504,626) (531,186)
-------------- -------------- --------------
Equity at December 31, 1997 - 1,390,221 1,390,221
Net income 31,872 355,598 387,470
Cash distributions (31,872) (605,558) (637,430)
-------------- -------------- --------------
Equity at December 31, 1998 - 1,140,261 1,140,261
Net income 29,216 56,911 86,127
Cash distributions (29,216) (555,087) (584,303)
-------------- -------------- --------------
Equity at December 31, 1999 $ - $ 642,085 $ 642,085
============== ============== ==============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
-------------- -------------- --------------
Cash flows from operating activities:
Net income $ 86,127 $ 387,470 $ 401,383
-------------- -------------- --------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 534,647 825,145 1,103,845
Provision for (reversal of) doubtful accounts 149 (8,668) (46,169)
Net (gain) loss on sale of equipment 57,040 (28,709) (50,663)
Net decrease in current assets 5,379 31,825 129,262
Net (decrease) increase in current liabilities (68,263) (25,606) (2,605)
-------------- -------------- --------------
Total adjustments 528,952 793,987 1,133,670
-------------- -------------- --------------
Net cash provided by operating activities 615,079 1,181,457 1,535,053
-------------- -------------- --------------
Cash flows from investing activities:
Purchase of investment property - - (1,168,532)
Proceeds from sales of investment property 213,793 234,458 90,339
-------------- -------------- --------------
Net cash provided by (used in)
investing activities 213,793 234,458 (1,078,193)
-------------- -------------- --------------
Cash flows from financing activites:
Proceeds from borrowings on long-term debt - - 708,661
Principal payments on long-term debt (225,770) (628,925) (645,944)
Cash distributions to partners (584,303) (637,430) (531,186)
-------------- -------------- --------------
Net cash used in financing activities (810,073) (1,266,355) (468,469)
-------------- -------------- --------------
Net increase (decrease) in cash and cash equivalents 18,799 149,560 (11,609)
Cash and cash equivalents at beginning of year 403,150 253,590 265,199
-------------- -------------- --------------
Cash and cash equivalents at end of year $ 421,949 $ 403,150 $ 253,590
============== ============== ==============
Supplemental cash flow information:
Interest paid during the year $ 7,245 $ 51,388 $ 74,095
============== ============== ==============
See accompanying notes to financial statements.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Notes to Financial Statements
December 31, 1999, 1998 and 1997
(1) Organization and Partnership Matters
The Partnership was organized under the Massachusetts Uniform Limited
Partnership Act on March 29, 1985. The Amended Agreement of Limited Partnership
authorized the issuance of up to 25,000 Limited Partnership Units at a per unit
gross price of $500 and up to 20 additional units to affiliates. The
Partnership closed on April 25, 1986, with 20,185 units.
Pursuant to the terms of the Amended Agreement of Limited Partnership,
Distributable Cash From Operations and Profits for federal income tax and
financial reporting purposes from normal operations and any Distributable Cash
From Sales or Refinancings from gains of the Partnership shall be allocated 95%
to the Limited Partners and 5% to the General Partner. Further, gains on sales
of equipment occurring after the reinvestment period end shall be allocated
first to eliminate negative capital accounts, if any, and second 95% to the
Limited Partners and 5% to the General Partner until "Payout". "Payout"
means the time when the aggregate amount of all distributions to the Limited
Partners of Distributable Cash From Operations and of Distributable Cash From
Sales or Refinancings equals the aggregate amount of the Limited Partners'
original invested capital plus a cumulative 10% annual return (compounded daily)
on their aggregate unreturned invested capital (calculated from the beginning of
the first full fiscal quarter following the Partnership's closing date). Losses
for federal income tax and financial reporting purposes from normal operations
and any Distributable Cash From Sales or Refinancings from losses of the
Partnership shall be allocated 99% to the Limited Partners and 1% to the General
Partner until Payout has occurred, and 85% to the Limited Partners and 15% to
the General Partner thereafter. In addition, special cost recovery allocations
may be required to reflect the differing initial capital contributions of the
General Partner and the Limited Partners. The Partnership's books and records
are in accordance with the terms of the Amended Agreement of Limited
Partnership. Including the fourth quarter of 1999 distribution made February
11, 2000, cumulative distributions to date are $636.00 per Unit. This
constitutes 127% of the initial investment. It is not anticipated that Payout
will occur as of the liquidation of the Partnership.
The General Partner has contributed $1,000 in respect of its General Partnership
interest. In addition, the General Partner and its affiliates have acquired an
additional $10,000 of Limited Partnership Units in accordance with the Amended
Agreement of Limited Partnership.
The General Partner has announced its intention of winding down the operations
of the Partnership in 2000. The General Partner will continue to maintain and
remarket the existing portfolio as equipment leases expire, and equipment
returned by lessees will be sold.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnersip)
Notes to Financial Statements
(2) Summary of Significant Accounting Policies
General
The Partnership's records are maintained on the accrual basis of accounting so
that revenues are recognized as earned and expenses are recognized as incurred.
Assets and liabilities are those of the Partnership and do not include any
assets and liabilities of the individual partners. 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.
Depreciation on investment property purchased in 1987 and thereafter is provided
using the double-declining balance method, generally over a five-year period.
The Partnership's policy is to periodically review the estimated fair market
value of its equipment to assess the recoverability of its underpreciated cost.
In accordance with this policy, the Partnership records a charge to depreciation
expense in instances when the net book value of equipment exceeds its net
realizable value. Routine maintenance and repairs are expensed as incurred.
Major betterments and enhancements are capitalized and depreciated in accordance
with the Partnership's depreciation policy.
Cash and Cash Equivalents
The Partnership considers cash and short-term investments with original
maturities of three months or less to be cash and cash equivalents.
Allowance for Doubtful Accounts
The financial statements include allowances for estimated losses on receivable
balances. The allowances for doubtful accounts are based on past write off
experience and an evaluation of potential uncollectible accounts within the
current receivable balances. Receivable balances which are determined to be
uncollectible are charged against the allowance and subsequent recoveries, if
any, are credited to the allowance. At December 31, 1999 and 1998, the allowance
for doubtful accounts included in rents receivable was $1,087 and $938,
respectively, and $0 and $0 included in sales receivable, respectively.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Notes to Financial Statements
Income Taxes
No provision for federal income taxes has been made as the liability for such
taxes is that of the Partners rather than the Partnership. Taxable income, as
reported on Schedule K-1, Form 1065 "Partner's Share of Income, Credits,
Deductions, etc.", was $94,430, $288,189, and $406,922 in 1999, 1998 and 1997,
respectively (see note 7).
(3) Investment Property
At December 31, 1999, the Partnership owned computer equipment with a
depreciated cost basis of $208,553. All purchases of computer equipment are
subject to a 3% acquisition fee paid to the General Partner.
(4) Leases
Description of leasing arrangements:
Operations consist primarily of leasing computer equipment. All equipment
leases are classified as operating leases and expire over the next two years.
Minimum lease payments scheduled to be received in the future under existing
noncancelable operating leases are as follows:
2000 $ 115,412
2001 2,520
------------
$ 117,932
============
Four lessees, American Hard Cider, Incorporated, FaxNet, Incorporated, The
Internet Access Company, Incorporated, and VIP Calling, Incorporated, lease
equipment in excess of 10% of total rental income for the year ended
December 31, 1999. The related rental payments comprise 20.55%, 11.59%, 33.35%,
and 10.73%, respectively, of the toal rental income for the year ended December
31, 1999. Five lessees, American Hard Cider, Incorporated, FaxNet, Incorporated,
Hughes Aircraft, Incorporated, The Internet Access Company, Incorporated, and
VIP Calling, Incorporated, lease equipment comprising 21.33%, 26.17%, 14.91%,
11.21% and 10.65%, respectively, of the total equipment portfolio at December
31, 1999.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Notes to Financial Statements
(5) Related Party Transactions
Fees, commissions and other expenses paid or accrued by the Partnership to the
General Partner or affiliates of the General Partner for the years ended
December 31 are as follows:
1999 1998 1997
---- ---- ----
Equipment acquisition fee $ - $ - $ 34,035
Management fees 63,383 115,631 131,657
Reimbursable expenses paid 123,358 188,015 165,800
---------- ---------- ----------
$ 186,741 $ 303,646 $ 331,492
========== ========== ==========
Under the terms of the Partnership Agreement, the General Partner is entitled to
an equipment acquisition fee of 3% of the purchase price paid by the Partnership
for the equipment. The General Partner is also entitled to a management fee
equal to 7% of the monthly rental billings collected. Also, the Partnership
reimburses the General Partner and its affiliates for certain expenses incurred
by them in connection with the operation of the Partnership.
(6) Long-term Debt
Long-term debt at December 31, 1999 consists of one installment note totaling
$3,947. The loan is non-recourse and is collateralized by equipment on the
respective leases with a total net book value of $7,712 and assignment of the
related lease.
Maturities on long-term debt are as follows:
2000 $ 3,947
---------
$ 3,947
=========
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Notes to Financial Statements
(7) Reconciliation of Financial Statement Net Income to Taxable Income to
Partners
A reconciliation of financial statement net income to taxable income to partners
is as follows for the years ended December 31:
1999 1998 1997
---- ---- ----
Net income per financial statements $ 86,127 $ 387,470 $ 401,383
Provision for doubtful accounts expense for
financial statement purposes (less than)
in excess of provision for doubtful accounts
expense for tax purposes 149 (8,868) (43,610)
Depreciation expense for financial statement
purposes in excess of depreciation expense
for tax purposes 231,564 33,645 20,547
Net gain on sale of equipment for financial
statement purposes in excess of (less than)
net gain on sale of equipment for tax purposes (223,410) (124,058) 28,602
---------- ---------- ----------
Taxable income to partners $ 94,430 $ 288,189 $ 406,922
========== ========== ==========
Losses for federal tax purposes from normal operations are allocated 99% to the
Limited Partners and 1% to the General Partner. Profits for federal tax purposes
from normal operations are allocated 95% to the Limited Partners and 5% to the
General Partner. In addition, special cost recovery allocations may be required
to reflect any differing initial capital contribution of the General Partner and
the Limited Partners.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Schedule II - Valuation and Qualifying Accounts and Reserves
Classification
Additions
Charged to
(Recoveries
Balance at Credited
Balance at Beginning From) Costs
End of Year of Year and Expenses Charge-Offs
- ----------- ---------- ------------ -----------
Year ended
December 31, 1997 $ 53,416 $ (43,610) $ - $ 9,806
========== ========== ========== ==========
Year ended
December 31, 1998 $ 9,086 $ (8,668) $ (200) $ 938
========== ========== ========== ==========
Year ended
December 31, 1999 $ 938 $ 149 $ - $ 1,087
========== ========== ========== ==========
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Computer Equipment Portfolio (Unaudited)
December 31, 1999
Lessee
American Hard Cider, Incorporated
Evare, Limited Liability Corporation
Faxnet, Incorporated
George Melhado and Company
Hughes Aircraft Corporation
J. Walter Thompson, U.S.A., Incorporated
USG Corporation
VenturCom, Incorporated
VIP Calling, Incorporated
Equipment Description Acquisition Price
Computers $ 161,962
Peripherals 380,952
Other 459,132
-----------
$ 1,002,046
===========
Exhibit 11 WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(A Massachusetts Limited Partnership)
Computation of Net Income per Limited Partnership Unit
Years Ended December 31, 1999, 1998 and 1997
1999 1998 1997
-------------- -------------- --------------
Net income $ 86,127 $ 387,470 $ 401,383
Gain on sale (28,779) (28,709) (50,663)
Loss on sale 85,819 - -
Special cost recovery allocation (30,738) (13,157) (6,832)
-------------- -------------- --------------
Available income (loss) from operations 112,429 345,604 343,888
-------------- -------------- --------------
Allocations to General Partner:
Income (loss) from operations 5,621 17,280 17,194
Gain on sale 1,439 1,435 2,534
Loss on sale (8,582) - -
Special cost recovery allocation 30,738 13,157 6,832
-------------- -------------- --------------
Income allocated to General Partner 29,216 31,872 26,560
-------------- -------------- --------------
Income allocated to Limited Partners $ 59,911 $ 355,598 $ 374,823
============== ============== ==============
Number of Limited Partnership Units 20,185 20,185 20,185
Net income per Limited Partnership Unit $ 2.82 $ 17.62 $ 18.57
============== ============== ==============
Item 9. Change in and Disagreements with Accountants on Accounting and
Financial Statement Disclosures.
None.
Part III
Item 10. Directors and Executive Officers of the Partnership.
(a-b) Identification of Directors and Executive Officer
The Partnership has no Directors or Officers. As indicated in Item 1. of this
report, the General Partner of the Partnership is Wellesley Leasing Partnership.
Under the Partnership Agreement, the General Partner is solely responsible for
the operation of the Partnership's properties, and the Limited Partners have no
right to participate in the control of such operations. The General Partner has
three Corporate General Partners: TLP and TLPMS, both Massachusetts corporations
and Waddell & Reed Financial Services, Inc., a Missouri corporation. The names
and ages of the Directors and Executive Officers of the Corporate General
Partners are as follows:
TLP and TLPMS
Name Title Age
Nicholas C. Bogard Director 54
Arthur P. Beecher Director, President, and Clerk 62
Nancy E. Malone Vice President 42
Irene V. King Vice President, Financing 52
Waddell & Reed Financial Services, Inc.
Name Title Age
Keith A. Tucker President, Chairman of the Board, 55
Chief Executive Officer, and Director
Robert L. Hechler Vice President, Chief Operations Officer, 63
Treasurer and Director
Henry J. Herrmann Vice President, Chief Investment Officer 57
and Director
Robert J. Williams, Jr. Vice President and National Sales Manager 55
David R. Burford Vice President, Assistant Secretary 42
and Associate General Counsel
(c) Identification of certain significant persons
See Item 10.(a-b)
(d) Family relationships
No family relationships exists between any of the foregoing Directors or
Officers.
(e) Business experience
Nicholas C. Bogard is Chairman of the Board of Directors for TLP and TLPMS. Mr.
Bogard served as President and Director of TLP from 1982 - 1992, and served as
Director of CS First Boston from 1992 - 1994. He has been working as an
independent consultant since 1994. Mr. Bogard holds a B.A. from Princeton
University and an M.B.A. from Harvard University.
Arthur P. Beecher is President, Director and Clerk of TLP and TLPMS. Prior to
joining TLP, he was an officer of CSA Financial Corp. of Boston, Massachusetts,
most recently as Vice President, Finance and Administration since 1975. Mr.
Beecher holds a B.S. from Boston University and is a Certified Public
Accountant.
Nancy E. Malone is Vice President of TLP and TLPMS. Prior to joining TLP, she
was Manager, Lease Financing for 11 years at CSA Financial Corp. of Boston,
Massachusetts. Ms. Malone holds a B.A. from The College of the Holy Cross.
Irene V. King is Vice President, Finance for TLP and TLPMS. Prior to joining
TLP in April 1994, she was Director of Public Income Funds at CSA Financial
Corp. of Boston, Massachusetts and was previously Vice President of Finance at
First Alliance Corp. of Wellesley, Massachusetts. Ms. King holds a B.A. from
Barat College of the Sacred Heart, Lake Forest, Illinois.
Keith A. Tucker is President, Chief Executive Officer and Director of Waddell &
Reed; Chairman of the Board of Directors of WRIMCO, Waddell & Reed, Inc.,
Waddell & Reed Services Company, Waddell & Reed Asset Management Company and
Torchmark Distributors, Inc., as affiliate of Waddell & Reed, Inc.; Vice
Chairman of the Board of Directors, Chief Executive Officer and President of
United Investors Management Company; Vice Chairman of the Board of Directors of
Torchmark Corporation; and President of each of the funds in the United, Waddell
& Reed and TMK/United mutual fund groups. He is also Director of Southwestern
Life Corporation. Prior to joining Torchmark Coporation in 1991, Mr. Tucker
was with Trivest, Inc. and Trivest Securities Corporation in Miami, Florida
since 1987, most recently as the Senior Vice President and President,
respectively. Prior to Trivest, Inc., he was Director of Atlantis Group, Inc.,
a diversified company. Mr. Tucker holds a B.B.A. and a J.D. both from the
University of Texas.
Robert L. Hechler is Vice President, Chief Operations Officer, Director and
Treasurer of Waddell & Reed; Executive Vice President, Principal Financial
Officer, Director and Treasurer of WRIMCO; President, Chief Executive Officer,
Principal Financial Officer, Director and Treasurer of Waddell & Reed, Inc.;
Director and Treasurer of Waddell & Reed Services Company; Vice President,
Treasurer and Director of Torchmark Distributors, Inc.; and Vice President and
Principal Financial Officer of each of the funds in the United, Waddell & Reed
and TMK/United mutual fund groups. He has been employed by Waddell & Reed and
its affiliates since 1977. Mr. Hechler holds a B.S. from the University of
Illinois and an M.B.A. from the University of Chicago.
Henry J. Herrmann is Vice President, Chief Investment Officer and Director of
Waddell & Reed; Director of Waddell & Reed, Inc.; President, Chief Executive
Officer, Chief Investment Officer and Director of WRIMCO and Waddell & Reed
Asset Management Company; Senior Vice President and Chief Investment Officer of
United Investors Management Company; and Vice President of each of the funds in
the United, Waddell & Reed and TMK/United mutual fund groups. He has been
employed by Waddell & Reed and its affiliates since 1971. Mr. Herrmann holds a
B.S. from New York University.
Robert J. Williams, Jr. is Vice President and National Sales Manager of Waddell
& Reed and Executive Vice President and National Sales Manager of Waddell &
Reed,Inc. He has been employed by Waddell & Reed, Inc. since July 1996. He was
employed with Charles Schwab & Company from November 1991 to July 1995. From
August 1984 to October 1991, he was employed by American Express Financial
Advisors or its affiliates. Mr. Williams holds a B.S. from the University of
Utah and an M.B.A. from California State-Humbolt.
David Burford is Vice President and Associate General Counsel. He joined
Waddell & Reed in 1985 and has responsibilities in many areas, including
broker-dealer compliance, litigation, regulatory concerns, retirement plans,
tax issues, employment claims, insurance and contracts. Prior to joining
Waddell & Reed, he spent three years at a Kansas City law firm, working
primarily on tax-related matters. Mr. Burford has a bechelors degree in
business administration (accounting) from the University of Missouri and a law
degree from Duke University.
(f) Involvement in certain legal proceedings
The Partnership is not aware of any legal proceedings against any Director or
Executive Officer of the Corporate General Partners which may be important for
the evaluation of any such person's ability and integrity.
Item 11. Management Remuneration and Transactions.
(a), (b), (c), (d), and (e): The Officers and Directors of the Corporate General
Partners receive no current or proposed direct remuneration in such capacities,
pursuant to any standard arrangements or otherwise, from the Partnership. In
addition, the Partnership has not paid and does not propose to pay any options,
warrants or rights to the Officers and Directors of the Corporate General
Partners. There exists no remuneration plan or arrangement with any Officer or
Director of the Corporate General Partners resulting from the resignation,
retirement or any other termination. See note 5 to the financial statements
included in Item 8. of this report for a description of the remuneration paid
by the Partnership to the General Partner and its affiliates during 1999, 1998
and 1997.
Item 12. Security Ownership of Certain Owners and Management.
By virtue of its organization as a limited partnership, the Partnership has
outstanding no securities possessing traditional voting rights. However, as
provided for in Section 13.2 of the Amended Agreement of Limited Partnership
(subject to Section 13.3), a majority interest of the Limited Partners have
voting rights with respect to:
1. Amendment of the Limited Partnership Agreement;
2. Termination of the Partnership;
3. Removal of the General Partner; and
4. Approval or disapproval of the sale of substantially all the assets of the
Partnership.
No person or group is kown by the General Partner to own benefically more than
5% of the Partnership's 20,185 outstanding Limited Partnership Units as of
December 31, 1999.
By virtue of its organization as a limited partnership, the Partnerhsip has no
Officers or Directors. See also note 1 to the financial statements included in
Item 8. and Item 10. of this report.
Item 13. Certain Relationships and Related Transactions.
(a), (b), and (c): The General Partner of the Partnership is Wellesley
Leasing Partnership, a Massachusetts general partnership which in turn has
three Corporate General Partners: TLP and TLPMS, both Massachusetts
corporations and Waddell & Reed, a Missouri corporation. The Corporate General
Partners' Directors and Executive Officers are identified in Item 10. of this
report. The Partnership was not involved in any transaction involving any of
these Directors or Officers or any member of the immediate family of these
individuals, nor did any of these persons provide services to the Partnership
for which they received direct or indirect remuneration. Similarly, there exists
no business relationships between the Partnership and any of the Directors or
Officers of the Corporate General Partners, nor were any of the individuals
indebted to the Partnership.
The General Partner is responsible for acquiring, financing, leasing and selling
equipment for the Partnership. TLPMS proposes for the Partnership equipment
acquisitions, leasing transactions, financing and refinancing transactions, and
sale transactions for approval by the Executive Committee and oversees the
operation, management and use of each Partnership's equipment. TLP oversaw the
marketing of the Units and oversees all administrative functions of the
Partnership and, together with Waddell & Reed, provides substantially all of the
General Partner's capital resources. In consideration of such services and
capital commitments, TLP receives 30%, Waddell & Reed receives 10% and TLPMS
receives 60% of all compensation received by the General Partner in connection
with the formation and operation of the Partnership (including equipment
management fees, acquisition fees, subordinated remarketing fees and the
General Partner's share of Distributable Cash From Sales or Refinancings),
except for Acquisition Fees, as to which TLP receives 15%, Waddell & Reed
receives 10% and TLPMS receives 75%. The General Partner also was reimbursed
in an amount equal to 3% of the gross proceeds of the Partnership's offerings
for organizational and offering expenses; all such expenses in excess of that
amount were borne by TLP. See note 5 to the financial statements included in
Intem 8. of this report for a description of payments made by the Partnership
to the General Partner.
For information regarding the settlements between the Partnership and the
Liquidating Estate of CIS Corporation, et al, arising out of the emergence from
bankruptcy of CIS and CMI, see Item 3. Legal Proceedings.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K: None.
(a) 1. Financial Statements Page No.
Independent Auditors' Report 15
Balance Sheets at December 31, 1999 and 1998 16
Statements of Operations
Years Ended December 31, 1999, 1998 and 1997 17
Statements of Partners' Equity (Deficit)
Years Ended December 31, 1999, 1998 and 1997 18
Statements of Cash Flows
Years Ended December 31, 1999, 1998 and 1997 19
Notes to Financial Statements 20-24
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts and Reserves 25
All other financial statement schedules are omitted because
they are not applicable, the data is not significant,
or the required information is shown elsewhere in this report.
Computer Equipment Portfolio (Unaudited) 26
3. Exhibit Index
11 Statement regarding computation of net income per
Limited Partnership Unit 27
(b) Report on Form 8-K
N/A
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.
WELLESLEY LEASE INCOME LIMITED PARTNERSHIP III-D
(Registrant)
By: Wellesley Leasing Partnership,
its General Partner
By: TLP Leasing Programs, Inc.,
one of its Corporate General Partners
By: Arthur P. Beecher,
President
Date: March 27, 2000