UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-K/A --------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 28, 1997 --------------------------- Commission File No. 33-10122 --------------------------- POLARIS AIRCRAFT INCOME FUND III, A California Limited Partnership State of Organization: California IRS Employer Identification No. 94-3023671 201 Mission Street, 27th Floor, San Francisco, California 94105 Telephone - (415) 284-7400 This document consists of 64 pages. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. a) Financial Statements. None b) Pro Forma Information. None c) Exhibits. 2.1 Purchase, Assignment and Assumption Agreement - attached * 2.2 Escrow Agreement ** 2.3 Pledge and Security Agreement ** 2.4 Keep Well Agreement ** 2.5 Promissory Note ** 2.6 Guaranty (Keep Well) ** 2.7 Guaranty (SPV Indebtedness) ** *Exhibit 2.1 which was filed on June 12, 1997 with the original Current Report on Form 8-K dated May 28, 1997 was incomplete in that all of the schedules were inadvertently omitted. The complete document, including all schedules, is now attached. **Exhibits 2.2 through 2.7 were previously filed on June 12, 1997 with the original Current Report on Form 8-K dated May 28, 1997 and are hereby incorporated by reference. 2 SIGNATURE 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. POLARIS AIRCRAFT INCOME FUND III (Registrant) By: Polaris Investment Management Corporation, General Partner August 12, 1997 By: /S/Marc A. Meiches - ----------------------- --------------------------- Marc A. Meiches Chief Financial Officer (principal financial officer and principal accounting officer of Polaris Investment Management Corporation, General Partner of the Registrant) 3