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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AMERICAN INCOME 8 LIMITED PARTNERSHIP
(NAME OF SUBJECT COMPANY)
AMERICAN INCOME 8 LIMITED PARTNERSHIP
(NAME OF PERSON FILING STATEMENT)
UNITS OF LIMITED PARTNERSHIP INTEREST
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER OF CLASS OF SECURITIES)
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GEOFFREY A. MACDONALD
AFG LEASING ASSOCIATES II
98 NORTH WASHINGTON STREET
BOSTON, MASSACHUSETTS 02114
(617) 854-5800
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is American Income 8 Limited Partnership, a
Massachusetts limited partnership (the "Partnership"), which has its principal
executive offices at 98 North Washington Street, Boston, Massachusetts 02114.
The title of the class of equity securities to which this Statement relates is
units (the "Units") of limited partnership interest of the Partnership.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Statement relates to the tender offer of Atlantic Acquisition Limited
Partnership, a Massachusetts limited partnership (the "Purchaser"), to
purchase up to 33,683 of the outstanding Units at a purchase price of $19.13
per Unit, net to the seller in cash, without interest, pursuant to the terms
and conditions of an Offer to Purchase dated August 18, 1995, and the related
Letter of Transmittal (together, the "Offer"). The Offer is being made
pursuant to a tender offer statement on Schedule 14D-1 dated August 18, 1995.
The address of the principal executive offices of the Purchaser is 98 North
Washington Street, Boston, Massachusetts 02114.
ITEM 3. IDENTITY AND BACKGROUND.
(a) The name and business address of the Partnership, which is the person
filing this Statement, are set forth in Item 1 above.
(b) The Purchaser is related to AFG Leasing Associates II, the general
partner of the Partnership (the "General Partner"), to American Finance Group
("AFG"), the sponsor of the Partnership, and to parties related to AFG.
Certain Relationships. The General Partner owns a 1% interest (with certain
exceptions not expected to apply) in the Partnership of distributable cash
from operations and from sales or refinancings. Further, subject to certain
limitations contained in the Partnership Agreement of the Partnership, the
Partnership will reimburse the General Partner and its affiliates for certain
expenses incurred by them in connection with Partnership operations and will
pay certain fees pursuant to the terms of the Partnership Agreement. For
information as to the amounts paid to the General Partner and its affiliates
during the last three fiscal years and the six months ended June 30, 1995, see
Note 4 to the Financial Statements of the Partnership in the Form 10-K of the
Partnership for the fiscal year ended December 31, 1994, and Note 5 to the
Financial Statements of the Partnership in the Form 10-Q of the Partnership
for the six months ended June 30, 1995.
The general partner of the Purchaser is AAL, Inc., a newly-formed
Massachusetts corporation ("AAL, Inc."). The directors, officers and
stockholders of AAL, Inc. are Gary D. Engle and James A. Coyne. Mr. Engle
controls AFG and the Purchaser. Messrs. Engle and Coyne and Geoffrey A.
MacDonald are the initial limited partners of the Purchaser. AFG controls, and
Mr. MacDonald has an interest in, the General Partner.
Tender Offer Loan. As disclosed in the Offer, the Purchaser will obtain a
loan in connection with the consummation of the Offer. The Purchaser plans to
service the loan with cash distributions attributable to the Units it
acquires. A primary possible source of such cash distributions is the
Purchaser's distributable portion of the proceeds of any sale or refinancing
of the Partnership's equipment. Consequently, the General Partner may have a
conflict of interest in determining whether and when to sell and/or refinance
the Partnership's equipment.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Because of the inherent conflict of interest resulting from the
relationships among the General Partner, the Purchaser and AFG, the
Partnership is making no recommendation and is remaining neutral as to whether
Unitholders should tender their Units pursuant to the Offer.
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ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Neither the Partnership nor any person acting on its behalf has or currently
intends to employ, retain or compensate any person or class of persons to make
solicitations or recommendations to Unitholders on its behalf concerning the
Offer.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) None.
(b) AFG beneficially owns 1,880 Units; all of such Units will be tendered in
the Offer. Except as set forth in the preceding sentence, neither the
Partnership nor the General Partner, or any executive officer, director,
affiliate or subsidiary of the Partnership or the General Partner, owns any
Units.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
None.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit (a)(i)--Cover Letter to Unitholders from the Partnership dated
August 18, 1995.
Exhibit (b)--None.
Exhibit (c)(i)--Note 4 to the Financial Statements of the Partnership
included in the Form 10-K of the Partnership for the fiscal year
ended December 31, 1994.
Exhibit (c)(ii)--Note 5 to the Financial Statements of the Partnership
included in the Form 10-Q of the Partnership for the six months
ended June 30, 1995.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 18, 1995
AMERICAN INCOME 8 LIMITED
PARTNERSHIP
By: AFG Leasing Associates II, its
general partner
By: AFG Leasing Incorporated, its
general partner
/s/ Geoffrey A. MacDonald
By: _________________________________
Name: Geoffrey A. MacDonald
Title: President
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
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Exhibit (a)(i) Cover Letter to Unitholders from the
Partnership dated August 18, 1995.
Exhibit (b) None.
Exhibit (c)(i) Note 4 to the Financial Statements of the
Partnership included in the
Form 10-K of the Partnership for the fiscal
year ended December 31, 1994.
Exhibit (c)(ii) Note 5 to the Financial Statements of the
Partnership included in the
Form 10-Q of the Partnership for the six
months ended June 30, 1995.