CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of certain United States federal income tax consequences of the Offer and the Merger to stockholders whose Shares are purchased pursuant to the Offer or whose Shares are converted to cash in the Merger (including pursuant to the exercise of perfected dissenter rights under the DGCL). The discussion applies only to stockholders in whose hands Shares are capital assets, and may not apply to Shares received pursuant to the exercise of employee stock options or otherwise as compensation, or to stockholders who are in special tax situations (such as insurance companies, tax-exempt organizations or dealers in securities). This discussion does not discuss the federal income tax consequences to a stockholder who, for United States federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership or a foreign estate or trust. THE FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW ARE INCLUDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND ARE BASED UPON CURRENT LAW. BECAUSE INDIVIDUAL CIRCUMSTANCES MAY DIFFER, EACH STOCKHOLDER SHOULD CONSULT SUCH STOCKHOLDER'S OWN TAX ADVISOR TO DETERMINE THE APPLICABILITY OF THE RULES DISCUSSED BELOW TO SUCH STOCKHOLDER AND THE PARTICULAR TAX EFFECTS TO SUCH STOCKHOLDER OF THE OFFER AND THE MERGER, INCLUDING THE APPLICATION AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER INCOME TAX LAWS. The receipt of cash for Shares pursuant to the Offer or the Merger will be a taxable transaction for federal income tax purposes (and also may be a taxable transaction under applicable state, local and other income tax laws). In general, for federal income tax purposes, a stockholder will recognize gain or loss in an amount equal to the difference between his or her adjusted tax basis in the Shares sold pursuant to the Offer or converted into cash in the Merger and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into cash in the Merger. Such capital gain or loss will be long-term capital gain or loss if the Shares were held by the holder for more than one year at the time of the consummation of the Offer or Merger. For federal income tax purposes, net capital gain recognized by individuals (or an estate or certain trust) from the sale of property held for more than twelve months will generally be taxed at a maximum tax rate of...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a general summary of the current federal income tax consequences of the granting and exercise of stock options and of awards of common stock (including both performance shares and restricted stock), phantom stock, stock units and SARs under the Plan. It does not attempt to describe all possible federal or other tax consequences of participation in the Plan. Furthermore, the tax consequences of awards made under the Plan are complex and subject to change, and some variation of the described rules may be applicable to any particular participant’s tax situation. The summary assumes in each case that there will no violation of the deferred compensation rules of the Internal Revenue Service, which would subject the affected participants to immediate taxation and penalties on unvested awards.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. This section contains only a general discussion of the potential United States federal income tax consequences to you under the Plan. State or local tax rules, and tax rules applicable in jurisdictions outside the United Sates, are not discussed. The federal income tax consequences relating to the Plan are complex. You should consult with your personal tax advisor regarding such consequences.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. Consequences to the APY Public Stockholders The receipt of the Merger Consideration for shares of APY Common Stock pursuant to the Merger will be a taxable transaction for Federal income tax purposes and may also be a taxable transaction under applicable state, local, foreign and other tax laws. In general, for Federal income tax purposes, an APY stockholder will recognize gain or loss equal to the difference between his or her adjusted tax basis for such shares and the amount of cash and the fair market value of the AFC Common Stock received therefor. Such gain or loss will be capital gain or loss if the shares of APY Common Stock are capital assets in the hands of the APY stockholder, and will be long-term capital gain or loss if the shares of APY Common Stock have been held by the APY stockholders for more than one year. Merger Consideration received by any APY stockholder exercising appraisal rights will also result in gain or loss equal to the difference between the cash received for his or her shares and such stockholder's adjusted basis for such shares. To prevent back-up withholding on payments of Merger Consideration in exchange for APY Common Stock in the Merger, each APY stockholder will be required to furnish, together with the certificates for his or her shares, a properly completed substitute Form W-9. If back-up withholding applies, the payor is required to withhold 31% from payments. This is not an additional tax. Rather, the amount of back-up withholding can be credited against the tax liability of the stockholder subject to back-up withholding. If withholding results in overpayment of taxes, a refund may be obtained upon the filing of an appropriate form with the Internal Revenue Service. The foregoing summary of certain income tax consequences is included for general information only and is not intended to and does not constitute a complete description of all possible Federal, state, local, foreign or other tax consequences to the holders of APY Common Stock. Also, the tax consequences of the transaction may vary depending upon the particular facts relating to each holder of APY Common Stock. ACCORDINGLY, EACH APY STOCKHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE TRANSACTION. THIS FEDERAL INCOME TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY AND MAY NOT APPLY TO ALL HOLDERS OF APY COMMON STOCK. SUCH HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following summary is a general discussion of certain federal income tax consequences of a sale of Units pursuant to the Offer assuming that the Partnership is a partnership for federal income tax purposes and that it is not a "publicly traded partnership" as defined in Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code"). This summary is based on the Code, applicable Treasury Regulations thereunder, administrative rulings, practice and procedures and judicial authority as of the date of the Offer. All of the foregoing are subject to change, and any such change could affect the continuing accuracy of this summary. This summary does not discuss all aspects of federal income taxation that may be relevant to a particular Unitholder in light of such Unitholder's specific circumstances or to certain types of Unitholders subject to special treatment under the federal income tax laws (for example, foreign persons, dealers in securities, banks, insurance companies and tax-exempt organizations), nor does it discuss any aspect of state, local, foreign or other tax laws. Sales of Units pursuant to the Offer will be taxable transactions for federal income tax purposes, and may also be taxable transactions under applicable state, local, foreign and other tax laws. EACH UNITHOLDER SHOULD CONSULT HIS OR ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH UNITHOLDER OF SELLING UNITS PURSUANT TO THE OFFER. CONSEQUENCES TO TENDERING UNITHOLDER. A Unitholder will recognize gain or loss on a sale of Units pursuant to the Offer equal to the difference between (i) the Unitholder's "amount realized" on the sale and (ii) the Unitholder's adjusted tax basis in the Units sold. The "amount realized" with respect to a Unit sold pursuant to the Offer will be a sum equal to the amount of cash received by the Unitholder for the Unit plus the amount of Partnership liabilities allocable to the Unit (as determined under Code Section 752). The amount of a Unitholder's adjusted tax basis in Units sold pursuant to the Offer will vary depending upon the Unitholder's particular circumstances, and will be affected by both allocations of Partnership income, gain or loss, and any cash distributions made by the Partnership to a Unitholder with respect to such Units. In this regard, tendering Unitholders will be allocated a pro rata share of the Partnership's taxable income or loss with respect to Units sold pursuant to the Offer through the effective date of the s...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The receipt of cash for Shares pursuant to the Offer (or in the Merger) will be a taxable transaction for United States federal income tax purposes (and may also be a taxable transaction under applicable state, local or other tax laws). In general, a shareholder will recognize gain or loss for such purposes equal to the difference between such shareholder's adjusted tax basis for the Shares such shareholder sells in such transaction and the amount of cash received therefor. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted to cash in the Merger. Such gain or loss will be capital gain or loss if the Shares are a capital asset in the hands of the shareholder and will be long term capital gain or loss if the Shares were held for more than one year on the date of sale (in the case of the Offer) or the effective time of the Merger (in the case of the Merger). The receipt of cash for Shares pursuant to the exercise of dissenters' rights, if any, will generally be taxed in the same manner as described above. Payments in connection with the Offer or the Merger may be subject to "backup withholding" at a rate of 31%. Backup withholding generally applies if the shareholder (a) fails to furnish such shareholder's social security number or TIN, (b) furnishes an incorrect TIN, or (c) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN provided is such shareholder's correct number and that such shareholder is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the extent it results in an overpayment of tax. Certain persons generally are entitled to exemption from backup withholding, including corporations, non-United States persons and financial institutions. Certain penalties apply for failure to furnish correct information and for failure to include reportable payments in income. Each shareholder should consult with his own tax advisor as to such shareholder's qualification for exemption from backup withholding and the procedure for obtaining such exemption. Tendering shareholders may be able to prevent backup withholding by completing the Substitute Form W-9 included in the Letter of Transmittal. The foregoing discussion may not be applicable to a shareholder who acquired Shares pursuant to the exerci...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a general summary of the Federal income tax consequences of a sale of Shares pursuant to the Offer. You should consult your own tax advisor for a complete description of the tax consequences to you of a sale of Shares pursuant to the Offer. The sale of Shares pursuant to the Offer will be a taxable transaction for Federal income tax purposes, either as a "sale or exchange," or under certain circumstances, as a "dividend." In general, the transaction should be treated as a sale or exchange of the Shares under Section 302 of the Code, if the receipt of cash (a) is "substantially disproportionate" with respect to the stockholder, (b) results in a "complete redemption" of the stockholder's interest, or (c) is "not essentially equivalent to a dividend" with respect to the stockholder. A "substantially disproportionate" distribution generally requires a reduction of at least 20% in the stockholder's proportionate interest in the Fund after all shares are tendered. A "complete redemption" of a stockholder's interest generally requires that all Shares of the Fund directly owned or attributed to such stockholder under Section 318 of the Code be disposed of. A distribution "not essentially equivalent to a dividend" requires that there be a "meaningful reduction" in the stockholder's interest in the Fund, which should be the case if the stockholder has a minimal interest in the Fund, exercises no control over Fund affairs and suffers a reduction in his proportionate interest in the Fund. If the sale of your Shares meets any of these three tests for "sale or exchange" treatment, you will recognize gain or loss equal to the difference between the amount of cash received pursuant to the Offer and the adjusted tax basis of the Shares sold. Such gain or loss will be a capital gain or loss if the Shares sold have been held by you as a capital asset. In general, capital gain or loss with respect to Shares sold will be long-term capital gain or loss if the holding period for such Shares is more than one year. The maximum capital gains rate currently applicable to such a sale of Shares would be 15% for individuals. If none of the Code Section 302 tests described above is met, you may be treated as having received, in whole or in part, a dividend, return of capital or capital gain, depending on (i) whether there are sufficient earnings and profits to support a dividend and (ii) your tax basis in the relevant Shares. The tax basis in the Shares tende...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. ... 7 Price Range of the Shares; Dividends on the Shares.................................................... 8
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a summary of the principal federal income tax consequences of the sale of the Notes pursuant to the Offer by Holders who are United States persons and who hold such Notes as capital assets. This summary does not address the federal income tax consequences to all categories of Holders, and certain Holders (including insurance companies, tax- exempt organizations, financial institutions, brokers, dealers, nonresident aliens, foreign corporations, foreign partnerships and foreign estates) may be subject to certain rules not discussed herein. This summary does not discuss federal tax consequences other than income tax consequences, and does not discuss foreign, state, or local income or other tax laws. This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations promulgated thereunder, judicial authority and current Internal Revenue Service (the "IRS") rulings and practice, all of which are subject to change, possibly on a retroactive basis. The sale of the Notes by a Holder pursuant to the Offer will be a taxable transaction. A selling Holder will recognize gain or loss upon the sale equal to the difference between the amount of cash received and the Holder's adjusted tax basis in the Notes sold. Certain holders of 2004 Notes acquired such notes in a deemed exchange, which occurred in connection with a consent solicitation that took place in July 1995. In the deemed exchange, such holders were deemed to have exchanged their original notes due 2004 (the "Old 2004 Notes") for the revised 2004 Notes, as modified by the amendments that were adopted as a result of the consent solicitation. In the case of such holders, the adjusted tax basis of the 2004 Notes generally will equal the adjusted tax basis of the Old 2004 Notes at the time of the deemed exchange, increased by any gain recognized in the deemed exchange and decreased by the fair market value of "other property" (i.e., generally, the excess of the principal amount of the revised 2004 Notes over the principal amount of the Old 2004 Notes) received by the taxpayer in such deemed exchange, and further increased by market discount or original issue discount (taking into account any reduction in such original issue discount attributable to any acquisition premium) to the extent that any such market discount or original issue discount was includable in income by the Holder since the date of the exchange. In the case...
CERTAIN FEDERAL INCOME TAX CONSEQUENCES is hereby supplemented as follows: Because of the increase in the Purchase Price to $1.40 per Unit, it is now estimated that a Unitholder who tenders Units that were acquired by such Unitholder at the time of the Partnership's original offering of Units will recognize capital loss of $1.87 per Unit for federal income tax purposes. "SECTION 9. CERTAIN INFORMATION CONCERNING THE PARTNERSHIP" is hereby supplemented by including the following information which is in addition to that included in, and should be read in conjunction with, the Offer to Purchase (an additional copy of the Offer to Purchase may be obtained by each Unitholder upon request of the Information Agent): In the opinion of AFG, the $4,298,605 carrying value of the equipment owned by the Partnership at June 30, 1995 and summarized in Section 9 of the Offer to Purchase does not exceed its fair market value. AFG annually receives an estimated valuation of the Partnership's equipment from an independent valuation company solely for the purpose of determining whether or not the aggregate carrying value of the equipment for financial statement purposes should be adjusted. The valuation company does not inspect the equipment or consider the specific characteristics of the equipment, nor does it estimate the expected value of the equipment at the end of the related lease. These valuations generally are substantially higher than either the sum of NFV and ERV or the carrying value. The Purchaser did not consider such valuation in determining the Purchase Price. Instead, the Purchaser examined the estimated residual value of the equipment after the related leases expire. (See "Section 13. Background of the Offer--Establishment of Purchase Price.") Revenue from Northwest Airlines, Inc. of $441,827 accounted for 10% or more of the Partnership's $1,576,139 of lease revenue in 1994. Rents are payable to the Partnership monthly, quarterly or semi-annually and no significant amounts are calculated on factors other than the passage of time. The leases are accounted for as operating leases and are noncancelable. Rents received prior to their due dates are deferred. At June 30, 1995 future minimum rents of $1,411,275 were due as follows: For the year ending June 30, 1996.............................. $ 746,169 1997........................................................... 522,968 1998........................................................... 137,788 1999...........................................................
