Item 1. BUSINESS
General Development of Business -
The Registrant is a Florida limited partnership (the "Partnership") composed of Cypress Equipment Management Corporation, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, as the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second-tier subsidiary of Raymond James Financial, Inc., as the Administrative General Partner; Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., as the other General Partner; and purchasers of partnership units as Limited Partners.
Financial Information about Industry Segments -
The Registrant was engaged in only one industry segment, to acquire transportation, manufacturing, industrial and other equipment (the "Equipment") and lease the Equipment to third parties.
Narrative Description of Business -
The Partnership acquired and leased equipment which generated cash distributions to the Limited Partners from leasing revenues and proceeds from disposition.
The Partnership sold all its equipment and the partnership has been dissolved.
The Registrant has no direct employees. The General Partners have full and exclusive discretion in management and control of the Partnership.
Item 2.
Item 2. PROPERTIES
The Registrant commenced operations in December 1989 and dissolved the Partnership as of December 31, 1998.
Item 3.
Item 3. LEGAL PROCEEDINGS
The Registrant is not a party to any legal proceedings.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders through the solicitation of proxies or otherwise during the fourth quarter of 1998.
PART II
Item 5.
Item 5. MARKET FOR THE REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
(a)The Registrant's limited partnership interests are not publicly traded. There is no market for the Registrant's limited partnership interests and it is unlikely that any will develop.
(b)Approximate number of equity security holders: Number of Record Holders Title of Each Class as of December 31, 1998
Units of Limited Partnership Interest 12289 General Partner Interests 3
Item 6.
Item 6. SELECTED FINANCIAL DATA
1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- Total Revenues $ 104,492 $2,277,122 $ 4,272,279 $ 6,411,824 $ 7,289,486
Net Income (Loss) $ (454,573) $ 172,236 $ 1,580,331 $ 3,269,481 $ 2,356,051
Total Assets $ 0 $2,424,216 $ 8,753,118 $12,067,268 $18,759,210
Notes Payable $ 0 $ 0 $ 452,427 $ 2,647,239 $ 5,800,723
Distributions to Limited Partners Per Limited Partnership Unit * $52.70 * $229.62 * $103.01 * $276.01 Outstanding - $68.57 - $286.48 - $119.19 - $285.00 $ 315.00
Earnings Per Limited Partnership Unit Outstanding $ (18.71) $ 7.09 $ 65.04 $ 134.56 $ 96.97
The selected financial data should be read in conjunction with the financial statements and related notes appearing elsewhere in this report. This statement is not covered by the auditor's opinion included elsewhere in this report.
* Distributions during 1995, 1996, 1997 and 1998 varied with the month of admission because of the commencement of the incentive fee.
Item 7.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Partnership terminated operations in 1998 and dissolved the Partnership as of December 31, 1998.
Rental income decreased from $367,345 for the year ended December 31, 1997, to $0 for the year ended December 31, 1998. The Partnership has completed its operations. Interest income decreased from $56,468 for the year ended December 31, 1997 to $25,060 for the year ended December 31, 1998 mainly due to a lower average cash balance for investment. Interest income on the Sales-Type Lease increased from $50,578 for the year ended December 31, 1997 to $79,432 for the year ended December 31, 1998.
Interest expense decreased from $1,621 for the year ended December 31, 1997, to $0 for the year ended December 31, 1998. This decrease resulted from all debt being retired during the intervening period. Depreciation expense decreased to $0 for the year ended December 31, 1998 versus the same period in 1997, because the Partnership had no depreciable basis of equipment due to accounting for the sale-type lease.
Management Fee expense decreased due to no rental income for the year ended December 31, 1998. Incentive fees decreased to $446,091 for the year ended December 31, 1998 from $1,045,526 for the year ended December 31, 1997. Incentive fees decreased due to a lower amount of distributable cash.
Equipment resale fees decreased to $80,125 for the year ended December 31, 1998 from $460,285 for the year ended December 31, 1997. The Equipment resale fee was deferred, without interest, until the Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each limited partner's closing date.
During the year ended December 31, 1998 the Sales-Type lease was sold to the lessee for a gain of $32,513. During the year ended December 31, 1997 Rental Equipment with an original cost of $10,470,886 was sold for a gain of $1,802,731 and Rental Equipment Held for Sale with an original cost of $7,391,859 was sold at a loss of $315,830.
The net effect of the above revenue and expense items resulted in a net income of $172,236 for the year ended December 31, 1997, compared to a net loss of $454,573 for the year ended December 31, 1998.
All Notes payable were paid off during the year ended December 31, 1997.
Liquidity and Capital Resources
The primary source of funds for the year ended December 31, 1998, was the cash balance at December 31, 1997 of $1,440,050. These funds were principally used to pay distributions of $1,455,462. As of December 31, 1998, the Partnership had $0 of Cash and Cash Equivalents.
Cash and Cash Equivalents at December 31, 1998, was $0. The Partnership had net loss of $454,573 for the year ended December 31, 1998. The changes in operating assets and liabilities, net cash used in operating activities was $968,754. Cash provided by investing activities was $984,166 primarily from the sale of the Sales-Type lease. Cash used in financing activities totaled $1,455,462, which consisted of distributions of $1,455,462.
Actual cash distributions for the year ended December 31, 1998 and 1997, were $1,455,462 and $6,243,565, respectively.
Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CYPRESS EQUIPMENT FUND, LTD. BALANCE SHEETS DECEMBER 31, 1998 1997 ---- ---- ASSETS
Rental Equipment, at Cost $ 0 $ 0 Less: Accumulated Depreciation 0 0 ------------- ------------- 0 0
Rental Equipment Held for Sale 0 0 Net Investment in Sales Type Lease 0 984,166 Rent Receivable 0 0 Prepaid Expense 0 0 Deferred Debt Costs (Net of Accumulated Amortization of $141,481 and $135,298, Respectively) 0 0 Cash and Cash Equivalents 0 1,440,050 ------------ ------------ Total Assets $ 0 $ 2,424,216 ============= ============= LIABILITIES AND PARTNERS' EQUITY
Liabilities: Interest Payable $ 0 $ 0 Unearned Interest - Short Term Lease 0 208,503 Payable to: General Partners 0 202,175 Affiliates 0 0 Others 0 0 Payable to Euro-Continental Reserve 0 11,552 Payable to Euro-Continental Deposit 0 59,950 Commissions Payable 0 32,000 Notes Payable 0 0 ------------- ------------- Total Liabilities 0 514,180 ------------- ------------- Partners; Equity: Limited Partners (24,054 units outstanding at December 31, 1998 and 1997) 209,688 2,100,625 General Partners (209,688) (190,589) ------------- ------------- Total Partners' Equity 0 1,910,036 ------------- ------------- Total Liabilities and Partners' Equity $ 0 $ 2,424,216 ============= ============= The accompanying notes are an integral part of these financial statements.
CYPRESS EQUIPMENT FUND, LTD. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
1998 1997 1996 ---- ---- ---- Revenues: Rental Income $ 0 $ 367,345 $ 3,096,716 Interest Income - S.T. Lease 79,432 50,578 0 Interest Income 25,060 56,468 64,540 Gain on Sale of Equipment 0 1,802,731 1,111,023 ------------ ------------ ------------ Total Revenues 104,492 2,277,122 4,272,279 ------------ ------------ ------------ Operating Expenses: Loss on Sale of Rental Equipment Held for Sale 0 315,830 14,713 Loss (Gain) on Sale of Other (32,513) 38,310 0 Management Fees-General Partners 7,503 17,705 120,540 Incentive Fees-General Partners 446,091 1,045,526 154,586 Resale Fees-General Partners 80,125 460,285 212,581 General Administrative: Affiliate 11,921 31,216 49,504 Other 45,938 188,210 196,564 Interest Expense 0 1,621 139,402 Depreciation and Amortization 0 6,183 1,354,058 Write Down of Rental Equipment Held for Sale 0 0 450,000 ----------- ----------- ----------- Total Operating Expenses 559,065 2,104,886 2,691,948 ----------- ----------- ----------- Net Income $ (454,573) $ 172,236 $ 1,580,331 ============ ============ ============ Allocation of Net Income: Limited Partners $ (450,027) $ 170,514 $ 1,564,528 General Partners (4,546) 1,722 15,803 ------------ ------------ ------------ $ (454,573) $ 172,236 $ 1,580,331 ============ ============ ============ Net Income per $1,000 Limited Partnership Unit Outstanding $ (18.71) $ 7.09 $ 65.04 ============ ============ ============ Number of Limited Partnership Units 24,054 24,054 24,054 ============ ============ ============
The accompanying notes are an integral part of these financial statements.
CYPRESS EQUIPMENT FUND, LTD. STATEMENTS OF PARTNERS' EQUITY (DEFICIT) FOR THE THREE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
Limited General Total Partners' Partners' Partners' Equity Deficit Equity -------- -------- -------- Balance at December 31, 1995 $ 9,280,155 $(118,071) $ 9,162,084
Net Income - 1996 1,564,528 15,803 1,580,331
Distributions - 1996 (2,733,441) (27,609) (2,761,050) ------------ --------- ----------- Balance at December 31, 1996 8,111,242 (129,877) 7,981,365
Net Income - 1997 170,514 1,722 172,236
Distributions - 1997 (6,181,131) (62,434) (6,243,565) ----------- --------- ------------ Balance at December 31, 1997 2,100,625 (190,589) 1,910,036
Net Income - 1998 (450,027) (4,546) (454,573)
Distributions - 1998 (1,440,909) (14,554) (1,455,463) ------------ --------- ------------ Balance at December 31, 1998 $ 209,688 $ (209,688) $ 0 ============ =========== ============
The accompanying notes are an integral part of these financial statements.
CYPRESS EQUIPMENT FUND, LTD. STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998 1997 1996 ---- ---- ---- Cash Flows from Operating Activities: Net Income $ (454,573) $ 172,236 $ 1,580,331 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: (Gain) Loss on Sale of Equipment 0 (1,802,731) (1,111,023) Depreciation and Amortization 0 6,183 1,354,058 Write Down of Rental Equipment Held for Sale 0 0 450,000 Changes in Operating Assets and Liabilities: Decrease in Rental Equipment Held for Sale 0 3,558,111 179,033 (Increase) Decrease in Rent Receivable 0 385,128 53,229 (Increase) Decrease in Prepaid Expenses 0 4,425 (4,425) Increase (Decrease) in Interest Payable 0 (8,106) (34,976) Decrease in Commissions Payable (32,000) 0 0 Increase (Decrease) in Payable to: General Partners (202,176) (63,328) 195,916 Affiliates 0 (5,446) 5,446 Other 0 63,231 22,682 Increase (Decrease) in Unearned Interest (208,503) 208,503 0 Increase (Decrease) in Unearned Revenue 0 0 (43,687) Decrease in Payable-Euro Continental Reserve and Deposit (71,502) 0 0 ------------ ------------ ------------ Net Cash Provided by (Used In) Operating Activities (968,754) 2,518,206 2,646,584 ------------ ------------ ------------ Cash Flows from Investing Activities: Increase (Decrease) in Accounts Payable to Others 0 0 (84,000) Proceeds from Sale of Equipment 0 5,659,831 2,516,686 Investment in Sales Type Lease 984,166 (984,166) 0 ----------- ----------- ----------- Net Cash Provided by (Used In) Investing Activities 984,166 4,675,665 2,432,686 ----------- ----------- -----------
Cash Flows from Financing Activities: Payment of Notes Payable 0 (452,427) (2,194,812) (Increase) Decrease in Deferred Debt Costs 0 (5,324) (4,258) Distribution to Limited Partners (1,440,908) (6,181,131) (2,733,441) Distributions to General Partners (14,554) (62,434) (27,609) ----------- ----------- ----------- Net Cash Provided by (Used In) Financing Activities (1,455,462) (6,701,314) (4,960,120) ----------- ----------- ----------- Increase (Decrease) in Cash and Cash Equivalents (1,440,050) 492,557 119,150
Cash and Cash Equivalents at Beginning of Period 1,440,050 947,493 828,343 ----------- ----------- ----------- Cash and Cash Equivalents at End of Period $ 0 $ 1,440,050 $ 947,493 =========== =========== ===========
Supplemental Cash Flow Information: Interest Paid $ 1,621 $ 9,727 $ 174,378 ============ =========== ===========
Supplemental Schedule of Non-Cash Investing Activities:
In 1996, Rental Equipment with a cost of $6,205,669 and a net book value of $2,432,180 (after the write down of $175,000) was transferred to Rental Equipment Held for Sale.
The leasing of equipment previously held for sale resulted in a non-cash reclassification in August 1997 causing an increase in Rental Equipment of $768,054 and a decrease in Rental Equipment Held for Sale of $768,054.
The accompanying notes are an integral part of these financial statements.
CYPRESS EQUIPMENT FUND, LTD.
NOTES TO FINANCIAL STATEMENTS December 31, 1998
NOTE 1 - ORGANIZATION
Cypress Equipment Fund, Ltd. (the "Partnership"), a Florida limited partnership, was formed March 3, 1989, for the purpose of acquiring and leasing transportation, manufacturing, industrial and other equipment. The Partnership commenced operations on December 1, 1989 and terminated on December 31, 1998. The Partnership received Limited and General Partners' capital contributions of $24,054,000 and $2,000, respectively.
Cypress Equipment Management Corporation, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second- tier subsidiary of Raymond James Financial, Inc., is the Administrative General Partner; and Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., is the other General Partner.
Cash distributions, subject to payment of the equipment management fees, and profits and losses of the Partnership were allocated 99% to the Limited Partners and 1% to the General Partners. The General Partners were paid an incentive management fee equal to 3.4593% of the cash available for distribution to the extent that an individual Limited Partner's share of such distribution caused that individual Limited Partner's cumulative cash distributions to exceed that Limited Partner's capital contribution. For those Limited Partners who received cumulative cash distributions equal to his capital contributions plus an amount equal to 8% of adjusted capital contributions per annum, the General Partners were paid a management fee equaling 23.4593% of cash available for distributions and an equipment resale fee for the sales price of the equipment times the lesser of one half of any brokerage fee paid for services in connection with the sale of equipment or 3% of the sales price of the equipment.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Partnership utilizes the accrual basis of accounting whereby revenues are recognized when earned and expenses are recognized as obligations when incurred.
Cash and Cash Equivalents
It is the Partnership's policy to include all money market funds, commercial paper, and banker's acceptances with an original maturity of three months or less in Cash and Cash Equivalents.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates that affect certain reported amounts and disclosures. These estimates are based on management's knowledge and experience. Accordingly, actual results could differ from these estimates.
Offering and Commission Costs
Offering and commission costs were charged against Limited Partners' Equity upon admission of Limited Partners.
Leases
Operating
The Partnership accounts for its leases in accordance with the operating method. Under the operating method of accounting, the leased equipment is recorded as an asset at cost and depreciated on the declining balance method using an eight to twelve year life. Rental income is recognized ratably over the terms of the leases.
The Partnership's policy is to periodically review the estimated future rental income including remarketing of its leased equipment ("Future Revenues"). Should such review indicate that estimated Future Revenues will not exceed expenses including depreciation in any future period, the Partnership will revise its depreciation policy as appropriate.
Sales-Type Lease
The Partnership owned one sales-type lease. When the Partnership entered into the lease, the present value of the sum of the minimum lease payments receivable from the lessee was reported as the sales price and the net book value of the equipment was the cost. The Investment in Sales-Type Lease is reported at the present value of the sum of the minimum lease payments, using the interest rate implicit in the lease as the discount factor. The difference between the sum of the minimum lease payments and the present value of the sum of the minimum lease payments is reported as unearned income, which is amortized over the remaining lease term using the interest method.
Rental Equipment Held for Sale
The Partnership's policy is to periodically review the market value of Rental Equipment Held for Sale with its net book value. Should such a review indicate that the net book value exceeds the market value, an additional write down will be taken. The net book value of Rental Equipment Held for Sale exceeded market value resulting in a write down of $450,000 for the year ended December 31, 1997.
Income Taxes
Federal and state income tax regulations provide that taxes on the income or loss of the Partnership are reportable by the Partners in their individual income tax returns. Accordingly, no provision for such taxes has been made.
Per Unit Computations
Per unit computations are based on the number of $1,000 limited partnership units outstanding as follows: 24,054 units outstanding for the period from January 1, 1996 through December 31, 1998.
Reclassifications
For comparability, the 1996 and 1997 figures have been reclassified where appropriate to conform to the financial statement presentation used in 1998.
NOTE 3 - RELATED PARTY TRANSACTIONS
General Partners
The General Partners have contributed a total of $2,000 to the Partnership.
Equipment management fees of $7,503, $17,705, and $153,163 (5% of gross rentals from rental equipment subject to operating leases, 2% of gross rentals from rental equipment subject to full payout leases, or 1% of gross rentals from rental equipment subject to operating leases for which the Administrative and Managing General Partners arrange for and actively supervise the performance of services); incentive management fees of $446,091, $1,045,526, and $154,586; and equipment resale fees of $80,125, $460,285, and $212,581 were paid or accrued to the Administrative and Managing General Partners in 1998, 1997, and 1996, respectively. Gross rentals for purposes of calculating equipment management fees include cash revenues received by the Partnership subsequent to the date of purchase, including cash revenues that relate to periods prior to the date of purchase.
Affiliates of the General Partner
The following amounts were paid or accrued to affiliates of the Administrative General Partner: $11,921 in 1998, $31,216 in 1997, and $49,504 in 1996 for reimbursement of general and administrative expenses on an accountable basis.
NOTE 6 - TAXABLE INCOME
The Partnership's taxable income differs from financial income primarily due to depreciation which is recorded under the Modified Accelerated Cost Recovery System (MACRS). The following is a reconciliation between net income as reported and Partnership income for tax purposes:
1998 1997 1996 ---- ---- ---- Net income per financial $ (454,573) $ 172,236 $ 1,580,331 statements
Tax gain in excess of (less than) financial gain on sale of equipment 0 1,380,220 (621,213)
Tax depreciation less than (in excess of) financial depreciation 0 0 288,293 ------------ ------------ ------------
Partnership income for tax purposes $ (454,573) $ 1,552,456 $ 1,247,411 ============= ============= =============
NOTE 7 - MAJOR LESSEE INFORMATION
The Sales-Type lease provided $79,432 of interest income for the year ended December 31, 1998.
Two lessees accounted for $77,025 and $290,320 of rental income for the year ended December 31, 1997. Three lessees accounted for $1,848,616, $528,000, and $468,517 of rental income for the year ended December 31, 1996.
NOTE 8 - OTHER
As the Partnership sold its last remaining asset in 1998, the Partnership has ceased its operations. Dissolution has occurred as of December 31, 1998.
Item 9.
Item 9. Disagreements on Accounting and Financial Disclosures
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
Information regarding the officers and directors of the General Partners is listed within the section captioned "Management" on pages 40 through 43 of the Prospectus which is incorporated herein by reference.
Item 11.
Item 11. Executive Compensation
The Partnership has no directors or officers. See Item 13 for compensation to the General Partners and affiliates.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The General Partners of Cypress Equipment Fund, Ltd., as purchasers of Partnership units, own 0 units of the outstanding securities of the Partnership as of December 31, 1998. Given below is information regarding ownership of units by directors and officers of the General Partners of Cypress Equipment Fund, Ltd.:
Number of Limited Name of Partnership Units Beneficial Owner Individually Owned % of Class
John M. McDonald 10 .04
The Registrant is a Limited Partnership and therefore does not have voting securities. To the knowledge of the Partnership, no person owns of record, or beneficially, more than 5% of the Partnership's outstanding units.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Partnership has no officers or directors. However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operations of the Partnership. The amounts and kinds of compensation and fees are described on pages 8 through 10 of the Prospectus under the caption "Management Compensation", which is incorporated herein by reference. See Note 3 of Notes to Financial Statements in Item 8 of the Annual Report on Form 10-K for amounts accrued or paid to the General Partners and their affiliates during the periods ended December 31, 1998, December 31, 1997, and December 31, 1996.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8- K
a. (1)Financial Statements -
(2)Financial Statement Schedules -
V. Rental Equipment. VI. Accumulated Depreciation of Rental Equipment.
* All other schedules are omitted because they are not applicable or not required, or because the required information is shown in the financial statements or in the notes thereto.
(3)Exhibit Index -
Table Number Page
2 Plan of liquidation, organization, arrangement, liquidation, or succession *** 3 Articles of incorporation and by-laws * 4 Instruments defining the rights of security holders, including debentures * 9 Voting Trust Agreement *** 10 Material Contracts *** 11 Computation of per share earnings *** 12 Computation of ratios *** 13 Annual report to security holders *** 18 Letter re: change in accounting principles *** 19 Previously unfiled documents *** 22 Subsidiaries of the Registrant *** 23 Published report regarding matters submitted to vote of security holders *** 24 Consents of experts and counsel *** 25 Power of Attorney * 28 Additional Exhibits 28.01 Option Agreement, dated as of July 31, 1989, between Steiner Financial Corporation, ("Grantor") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.02 Security Agreement made the 1st day of December, 1989, by and between Steiner Financial Corporation ("Secured Party") and Cypress Equipment Fund, Ltd. "Debtor"). ** 28.03 Indemnification Agreement dated as of December 1, 1989 by RJ Leasing - 2, Inc. and Raymond James Partners, Inc. (collectively referred to as the "General Partners") in favor of Steiner Financial Corporation, its officers, directors, employees, agents, subsidiaries, and affiliates (collectively the "Indemnities"). ** 28.04 Indemnification Agreement dated as of December 1, 1989 by Cypress Equipment Management Corporation ("Cypress") in favor of Steiner Financial Corporation, its officers, directors, employees, agents, subsidiaries and affiliates (collectively, the "Indemnities"). ** 28.05 Promissory Note dated December 1, 1989 between Cypress Equipment Fund, Ltd. ("Borrower") and Steiner Financial Corporation ("Lender") in the amount of $850,000. ** 28.06 Purchase Agreement dated December 1, 1989, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.07 Lease of Railroad Equipment dated as of June 15, 1974, between First Security Bank of Utah, N.A. (Lessor) as Owner Trustee under a Trust agreement dated as of June 15, 1974 with First Security Leasing Company or its successors and assigns (Beneficiary) and Grand Trunk Western Railroad Company (Lessee). ** 28.08 Assignment and Assumption Agreement entered into as of December 1, 1989, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.09 Amendment No. 1 to Trust Agreement dated as of June 15, 1974 between Steiner Financial Corporation and First Security Bank of Utah, N.A., dated as of November 27, 1989, acknowledged and agreed to by Cypress Equipment Fund, Ltd. ** 28.10 Purchase Agreement dated December 1, 1989, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.11 Equipment Lease Agreement No. 6, dated as of November 1, 1982 between First Security Bank of Utah, National Association, as trustee of USS Trust No. 6 (Lessor), and United States Steel Corporation (Lessee). ** 28.12 Bill of Sale dated as of the 15th day of November, 1989, between First Security Bank of Utah, N.A. (the "Seller") and Steiner Financial Corporation (the "Buyer"). ** 28.13 Assignment & Assumption Agreement entered into as of the 15th day of November, 1989, by and between First Security Bank of Utah, N.A., as trustee of USS Trust No. 6 ("Assignor") and Steiner Financial Corporation ("Assignee"). ** 28.14 Assignment and Assumption Agreement entered into as of December 1, 1989, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd., a Florida limited partnership ("Purchaser"). ** 28.15 Purchase Agreement dated January 16, 1990, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.16 Lease of Railroad Equipment dated as of June 1, 1977 between Consolidated Rail Corporation and First Security Bank of Utah, National Association, not in its individual capacity but solely as Trustee under a Trust Agreement dated as of the date hereof with Steiner, Sea, Air & Rail Co., CI Transportation Leasing Corporation and The Fifth Third Leasing Company. ** 28.17 Assignment and Assumption Agreement entered into as of January 16, 1990, between Steiner Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.18 Amendment No. 1 to Trust Agreement dated as of June 1, 1977 between Steiner Sea, Air & Rail Co., (n/k/a Steiner Financial Corporation) CI Transportation Leasing Corporation (n/k/a Sanwa Business Credit Corporation) and General Electric Railcar Services Corporation (assignee of The Fifth Third Leasing Company) (the "Owners") and First Security Bank of Utah, N.A. (the "Trustee"), dated as of December 29, 1989, acknowledged and agreed to by Cypress Equipment Fund, Ltd. ** 28.19 Trust Agreement dated as of June 1, 1977 between Steiner Sea, Air & Rail Co., CI Transportation Leasing Corporation and The Fifth Third Leasing Company as Owners, and First Security Bank of Utah, National Association as Trustee. ** 28.20 Purchase Agreement dated January 16, 1990, between Grand Trunk Western Railroad Company and Cypress Equipment Fund, L.P.. ** 28.21 Asset Purchase Agreement dated as of July 12, 1990 between SH Leasing, Inc., and Cypress Equipment Fund, Ltd. ** 28.22 Assignment and Assumption Agreement dated July 12, 1990 between SH Leasing, Inc. and Cypress Equipment Fund, Ltd. ** 28.23 Private Act of Sale and Assumption of Mortgage between SH Leasing, Inc. (Vendor) and Cypress Equipment Fund, Ltd. (Vendee), dated the 11th day of July, 1990. ** 28.24 Residual Sharing Agreement made as of July 12, 1990 between Cypress Equipment Fund, Ltd. and SH Leasing, Inc. ** 28.25 Lease Agreement dated as of July 15, 1974 among Unilease No. 10, Inc., as Lessor and System Fuels, Inc., as Lessee and Middle South Utilities, Inc. ** 28.26 Lease of Railroad Equipment dated as of October 30, 1990 between Cypress Equipment Fund, Ltd. ("Lessor") and CSX Transportation, Inc. ("Lessee"). ** 28.27 Memorandum of Lease of Railroad Equipment dated as of November 28, 1990 between Cypress Equipment Fund, Ltd. ("Lessor") and CSX Transportation, Inc. ("Lessee"). ** 28.28 Purchase Agreement dated November 30, 1990 between Helm Financial Corporation ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.29 Purchase Agreement dated November 30, 1990 between American Security Bank, N.A. ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.30 Purchase Agreement dated November 30, 1990 between Great American Insurance Company ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.31 Memorandum of Security Agreement dated as of December 3, 1990 between Cypress Equipment Fund, Ltd. (the "Debtor") and The Philadelphia National Bank (the "Secured Party") incorporated as CoreStates Bank, N.A. ** 28.32 Non-recourse Promissory Note in the amount of $735,653.60 dated December 3, 1990 between Cypress Equipment Fund, Ltd. ("Maker") and The Philadelphia National Bank incorporated as CoreStates Bank, N.A. ("Payee"). ** 28.33 Security Agreement dated as of December 3, 1990 between Cypress Equipment Fund, Ltd. (the "Debtor") and The Philadelphia National Bank incorporated as CoreStates Bank, N.A. (the "Secured Party"). ** 28.34 Bill of Sale dated December 3, 1990 between American Security Bank, N.A. ("Seller") and Cypress Equipment Fund, a Florida Limited Partnership Purchaser"). ** 28.35 Bill of Sale dated December 3, 1990 between Great American Insurance Company ("Seller") and Cypress Equipment Fund, Ltd. ("Purchaser"). ** 28.36 Bill of Sale dated December 3, 1990 between Helm Financial Corporation ("Seller") and Cypress Equipment Fund, a Florida Limited Partnership Purchaser"). ** 28.37 Bill of Sale between American Security Bank, N.A. ("Seller") and Cypress Equipment Fund, a Florida Limited Partnership ("Purchaser"). ** 28.38 Assignment of Lease executed and delivered as of December 3, 1990 from Cypress Equipment Fund, Ltd. ("Assignor") to The Philadelphia National Bank incorporated as CoreStates Bank, N.A. ** 28.39 Consent and Agreement executed and delivered as of November 28, 1990 between CSX Transportation, Inc. and The Philadelphia National Bank incorporated as CoreStates Bank, N.A. ** 28.40 Rail Equipment Exchange Agreement dated as of November 14, 1990 between David R. Eckles and Brad S. Wind. ** 28.41 Assignment, Assumption and Consent Agreement entered into July 8, 1986 between Helm Financial Corporation, Brian D. Stucker, and The Philadelphia National Bank. ** 28.42 Purchase and Sale Agreement made as of November 26, 1990 by and among Cypress Equipment Fund, L.P. ("Purchaser") and American Finance Group ("Seller"). ** 28.43 Schedule 1, Assignment and Assumption Agreement and Bill of Sale dated as of November 26, 1990 between Cypress Equipment Fund, L.P. ("Purchaser") and American Finance Group ("Seller"). ** 28.44 Master Equipment Lease Agreement No. 9010DEG422, dated as of October 11, 1990, between American Finance Group ("Lessor") and GAF Building Materials Corporation ("Lessee"). ** 28.45 Master Equipment Lease Agreement No. 8510NJG210 dated as of October 25, 1985 between American Finance Group, Inc., Lessor, and GAF Corporation, Lessee. ** 28.46 Incumbency Certificate for GAF Building Materials Corporation dated as of October 11, 1990. ** 28.47 Desktop Appraisal of Selected Equipment dated September 24, 1990 by Independent Equipment Company. ** 28.48 Assignment of Invoice dated as of November 26, 1990 by and between American Finance Group ("Lessor") and Cypress Leasing Corporation ("Assignee") pertaining to Tri-Lift, Inc. ("Vendor"). ** 28.49 Assignment of Invoice dated as of November 26, 1990 by and between American Finance Group ("Lessor") and Cypress Leasing Corporation ("Assignee") pertaining to Toyota Industrial Equipment ("Vendor"). ** 28.50 Purchase Agreement dated as of November 1, 1990, between Sovran Leasing Corporation ("Seller"), and, First Security Bank of Utah, N.A., not in its individual capacity but solely as Trustee (Purchaser"). ** 28.51 Assignment and Assumption Agreement, entered into as of November 1, 1990, between Sovran Leasing Corporation ("Seller"), and First Security Bank of Utah, N.A., not in its individual capacity but solely as Trustee ("Purchaser"). ** 28.52 Mortgage and Loan Agreement dated as of November 1, 1990 among First Security Bank of Utah, N.A., not in its individual capacity but solely as Trustee and Cypress Equipment Fund, Ltd., collectively, as Borrower and Sovran Leasing Corporation, as Lender. ** 28.53 Non-recourse Promissory Note, Series 1 (Secured by Lease Obligations of Allegheny Commuter Airlines, Inc.) in the amount of $1,798,320.61. ** 28.54 Aircraft Lease dated as of May 1, 1985, between Suburban Funding Corporation as Lessor and Suburban Airlines, Inc. as Lessee. ** 28.55 Bill of Sale dated December 7, 1990 by Sovran Leasing Corporation (Seller). ** 28.56 Appraisal Report on a Shorts SD3-60 Aircraft, dated September 25, 1990, prepared for Cypress Leasing Corporation by BK Associates, Inc. ** 28.57 Sale and Lease Agreement, dated as of July 10, 1991 between First Security Bank of Utah, National Association, as Owner Trustee ("Lessor") and Southwest Airlines Co. ("Lessee"). ** 28.58 Sale and Lease Agreement Supplement No. 1, dated July 15, 1991 between First Security Bank of Utah, National Association ("Lessor") and Southwest Airlines Co. ("Lessee"). ** 28.59 Trust Agreement, dated as of July 10, 1991 between Cypress Equipment Fund, Ltd. ("Owner Participant") and First Security Bank of Utah, National Association ("Owner Trustee"). ** 28.60 Participation Agreement, dated as of July 10, 1991 among Southwest Airlines Co. ("Lessee"), Cypress Equipment Fund, Ltd. ("Owner Participant"), Nationwide Life Insurance Company ("Lender") and First Security Bank of Utah, National Association ("Owner Trustee"). ** 28.61 Tax Indemnity Agreement, dated as of July 10, 1991, is made and entered into among First Security Bank of Utah, National Association ("Trustee"), Cypress Equipment Fund, Ltd. ("Owner Participant") and Southwest Airlines Co. ("Lessee"). ** 28.62 Security Agreement and Mortgage, dated as of July 10, 1991 between First Security Bank of Utah, National Association ("Lessor") and Nationwide Life Insurance Co. ("Lender"). ** 28.63 Mortgage Supplement No. 1, dated July 15, 1991 by and between First Security Bank of Utah, National Association ("Lessor") and Nationwide Life Insurance Co. ("Lender"). ** 28.64 Nonrecourse Promissory Note, dated July 15, 1991 between First Security Bank of Utah, National Association ("Lessor") and Nationwide Life Insurance Co. ("Lender"). ** 28.65 Aircraft Lease Agreement dated as of December 1, 1991 between McDonnell Douglas Finance Corporation ("Lessor") and Northwest Aircraft, Inc. ("Lessee"). ** 28.66 Assignment of Sublease and Consent and Agreement dated as of December 26, 1991 among McDonnell Douglas Finance Corporation, a Delaware corporation ("Assignee"), Northwest Aircraft, Inc., A Delaware corporation ("Assignor") and Mesaba Aviation, Inc., a Minnesota corporation ("Sublessee"). ** 28.67 Aircraft Sublease Agreement between Northwest Aircraft, Inc. ("Sublessor") and Mesaba Aviation, Inc. ("Sublessee") dated December 30, 1988. ** 28.68 Aircraft Lease Agreement dated as of December 8, 1988 between Fairchild Aircraft Corporation ("Lessor") and Northwest Aircraft, Inc. ("Lessee") ** 28.69 Assignment of Lease by and among McDonnell Douglas Finance Corporation and First Security Bank of Utah dated December 31, 1991. ** 28.70 Assignment of Sublease by and among McDonnell Douglas Finance Corporation and First Security Bank of Utah dated December 31, 1991. ** 28.71 Assignment and Assumption of Lease and Purchase and Sale of Aircraft by and between First Security Bank of Utah and McDonnell Douglas Finance Corporation dated December 31, 1991. ** 28.72 Purchase and Sale Agreement dated as of February 1, 1992 by and between BLC Corporation and Cypress Equipment Fund, Ltd. ** 28.73 Trust Agreement dated as of February 1, 1992, between First Security Bank of Utah, N.A. ("Owner-Trustee") and Cypress Equipment Fund, Ltd., ("Trustor"). ** 28.74 Participation Agreement dated as of February 1, 1992, among Cypress Equipment Fund, Ltd. ("Trustor"); First Security Bank of Utah, N.A. ("Owner-Trustee"); The Institutional Investor Named in Schedule 2 Hereto ("Note Purchaser"); and State Street Bank and Trust Company of Connecticut, N.A. ("Security Trustee"). ** 28.75 Security Agreement - Trust Deed dated as of February 1, 1992, between First Security Bank of Utah, N.A. as Owner-Trustee under Cypress Equipment Fund, Ltd. Trust No. 92-1 and State Street Bank and Trust Company of Connecticut, N.A. ** 28.76 Security agreement - Trust Deed Supplement No. 1 dated February 25, 1992 between First Security Bank of Utah, N.A. as Owner-Trustee under Cypress Equipment Fund, Ltd. Trust No. 92-1 and State Street Bank and Trust Company of Connecticut, N.A. ** 28.77 Purchase Agreement dated as of February 1, 1995, between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"), and Helm-Atlantic Associates Limited Partnership, a Delaware limited partnership ("Purchaser"). (This purchase Agreement pertains to fourteen (14) of the fifteen (15) sold locomotives.) ** 28.78 Assignment and Assumption Agreement dated as of June 1, 1995, by and between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"), and Helm-Atlantic Associates Limited Partnership, a Delaware limited partnership ("Purchaser"). ** 28.79 Assignment of Lease dated as of June 1, 1995, by and between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"), and Helm-Atlantic Associates Limited Partnership, a Delaware limited partnership (Purchaser"). ** 28.80 Purchase Agreement dated as of February 1, 1995, between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"), and Helm-Atlantic Associates Limited Partnership, a Delaware limited partnership ("Purchaser"). (This Purchase Agreement pertains to one (1) of the fifteen (15) sold locomotives.) ** 28.81 Purchase and Assignment Agreement dated as of this January 31, 1996 by and between Cypress Equipment Fund, Ltd., a Florida limited partnership with its principal office and place of business at 880 Carillon Parkway, St. Petersburg, Florida ("Seller"), and ICON Cash Flow Partners, L.P., Series D, a Delaware limited partnership with its principal office and place of business at 600 Mamaroneck Avenue, Harrison, NY 10528, ("Buyer"). ** 28.82 Bill of Sale dated as of January 31, 1996 between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"),and ICON Cash Flow Partners, L.P., Series D, a Delaware limited partnership ("Buyer"). ** 28.83 Assignment and Assumption Agreement dated January 31, 1996 between between Cypress Equipment Fund, Ltd., a Florida limited partnership ("Seller"), and ICON Cash Flow Partners, L.P., Series D, a Delaware limited partnership ("Buyer"). ** 28.84 Assignment of Warranties and Consent dated January 31, 1996, between Cypress Equipment Fund, Ltd., a Florida limited partnership "Seller"), and ICON Cash Flow Partners, L.P., Series D, a Delaware limited partnership ("Buyer"). ** 29 Information from reports furnished to state insurance regulatory authorities ***
* Included with Form S-1, Registration No. 33-27741 previously filed with the Securities and Exchange Commission.
** Included with Form 8-K, as amended, previously filed with the Securities and Exchange Commission.
*** Exhibits were omitted as not required, not applicable, or the information required to be shown therein is included elsewhere in this report.
b. Reports filed on Form 8-K -
Sale of one Boeing Model 737-2H4 Aircraft Date Filed: January 31, 1997
Sale of one Fairchild Corp. Model SA227-AC Aircraft Date Filed: May 22, 1997
Sale of one Shorts 360-200 Aircraft Date Filed: May 30, 1997
c. Exhibits filed with this report - None.
SIGNATURES
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.
Cypress Equipment Fund, Ltd. RJ Leasing - 2, Inc. A General Partner
Date: April 14, 1999 By: /s/J. Davenport Mosby, III ---------------- -------------------------- J. Davenport Mosby, III President
Date: April 14, 1999 By: /s/John M. McDonald ---------------- ------------------- John M. McDonald Vice President
Date: April 14, 1999 By: /s/Christa Kleinrichert --------------- --------------------------------------- Christa Kleinrichert Secretary and Treasurer
SIGNATURES
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.
Cypress Equipment Fund, Ltd.
RJ Leasing - 2, Inc. A General Partner
ATTEST:
/s/Christa Kleinrichert By: /s/J. Davenport Mosby, III - -------------------------------- ------------------------- Christa Kleinrichert J. Davenport Mosby, III Secretary and Treasurer President