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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2002
-----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 0-19137
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
--------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3057290
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 676-0009
-------------------
AIRFUND II International Limited Partnership
1050 Waltham Street, Suite 310, Lexington, MA
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(Former name, former address and former fiscal year, if changed since last
report.)
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 preceding 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_____
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AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION: Page
----
Item 1. Financial Statements
Statement of Net Assets in Liquidation at September 30, 2002 3
Statement of Changes in Net Assets in Liquidation (Liquidation Basis)
for the period July 18, 2002 (Inception) through September 30, 2002 4
Notes to the Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION:
Item 1 - 6 12
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
STATEMENT OF NET ASSETS IN LIQUIDATION AT
SEPTEMBER 30, 2002
(UNAUDITED)
ASSETS
Cash and cash equivalents $1,870,233
Rents receivable 5,244
Accounts receivable - affiliate 16,304
Net assets due from the Partnership 42,110
Other assets 26,598
Interest receivable - loan 687,499
Loan receivable 3,076,074
Equipment 668,250
----------
Total assets $6,392,312
==========
LIABILITIES AND NET ASSETS IN LIQUIDATION
Accrued liabilities $ 379,132
Accrued liabilities-affiliates 1,053
----------
Total liabilities 380,185
----------
Net assets in liquidation $6,012,127
==========
The accompanying notes are an integral part of these financial statements.
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)
FOR THE PERIOD JULY 18, 2002 (INCEPTION) THROUGH SEPTEMBER 30, 2002
(UNAUDITED)
Net assets at July 18, 2002 $ 0
Transfer of net assets at liquidation basis 9,599,475
Net loss from operations (200,985)
Distributions (3,386,363)
------------
Net assets in liquidation at September 30, 2002 $ 6,012,127
============
The accompanying notes are an integral part of these financial statements.
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)
NOTE 1 - ORGANIZATION
- ------------------------
AIRFUND II International Limited Partnership Liquidating Trust (the "Trust") was
formed as of July 18, 2002 pursuant to a Liquidating Trust Agreement of the same
date by and between Wilmington Trust Company, as Trustee (the "Trustee") and
AIRFUND II International Limited Partnership, a Massachusetts limited
partnership (the "Partnership"). In accordance with the terms of the settlement
of the class and derivative action lawsuit entitled Leonard Rosenblum, et al. v.
Equis Financial Group Limited Partnership, et al. (the "Settlement") and
pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the
Partnership dissolved and transferred all of its remaining assets and
liabilities to the Trust, including a $2,208,000 cash reserve set aside for the
estimated contingent liabilities of the Partnership and the Trust. From and
after July 18, 2002, unitholders of the Partnership are deemed to be pro rata
beneficial interest holders in the Trust. Pursuant to the terms of the
Liquidating Trust Agreement, the Trust shall complete the liquidation and
distribution of the assets and the satisfaction or discharge of the liabilities
of the Partnership.
NOTE 2 - BASIS OF PRESENTATION
- -----------------------------------
The Trust's financial statements have been prepared on a liquidation basis of
accounting, in accordance with accounting principles generally accepted in the
United States and the instructions for preparing Form 10-Q under Rule 10-01 of
Regulation S-X of the Securities and Exchange Commission and are unaudited. As
such, these financial statements do not include all information and footnote
disclosures required under generally accepted accounting principles for complete
financial statements and, accordingly, the accompanying financial statements
should be read in conjunction with the financial statements and related
footnotes presented in the 2001 Annual Report (Form 10-K) of the Partnership.
Except as disclosed herein, there has been no material change to the information
presented in the footnotes to the 2001 Annual Report of the Partnership included
in Form 10-K.
In accordance with the liquidation basis of accounting, the carrying values of
the assets are presented at net realizable amounts and all liabilities are
presented at estimated settlement amounts, including estimated costs associated
with completing the liquidation. Preparation of the financial statements on a
liquidation basis requires significant assumptions by management, including the
estimate of liquidation costs and the resolution of any contingent liabilities.
There may be differences between the assumptions and the actual results because
events and circumstances frequently do not occur as expected. Those
differences, if any, could result in a change in the net assets recorded in the
Statement of Net Assets in Liquidation at September 30, 2002.
In the opinion of the Trust, all adjustments (consisting of normal and recurring
adjustments) considered necessary to present fairly the net assets in
liquidation at September 30, 2002 and the changes in net assets in liquidation
for the period July 18, 2002 through September 30, 2002 have been made and are
reflected in the accompanying financial statements.
The net adjustment required to convert from the going concern (historical cost)
basis of accounting to the liquidation basis of accounting was an increase in
net assets of $33,709. This amount is reflected in the transfer of net assets
at liquidation basis in the Statement of Changes in Net Assets in Liquidation.
Significant changes in the carrying value of assets and liabilities are
summarized as follows:
Adjustment to equipment $ (89,591)
Increase in loan and interest receivable (Note 5) 395,300
Adjustment to accrued expenses 108,000
Estimated liquidation costs (380,000)
----------
Total adjustment to liquidation basis $ 33,709
==========
NOTE 3 - NET ASSETS DUE FROM THE PARTNERSHIP
- ----------------------------------------------------
At September 30, 2002, the Trust was due approximately $42,110 of net assets
from the Partnership, as follows:
Cash $ 32,167
Aircraft at net realizable value 889,438
Note payable (non-recourse) and accrued interest,
at net realizable value (879,495)
----------
Total adjustment to liquidation basis $ 42,110
==========
The cash amount was transferred to the Trust in November 2002.
NOTE 4 - EQUIPMENT
- ---------------------
At September 30, 2002, the Trust's remaining equipment, which represents a
proportionate ownership interest, was an aircraft held for re-lease or sale with
an original proportionate cost of approximately $2,079,000 and a net realizable
value of approximately $668,000, which represents the McDonnell Douglas MD-82
aircraft returned in April 2001. The Trust is actively seeking to sell this
aircraft.
NOTE 5 - LOAN RECEIVABLE
- ----------------------------
On or prior to July 18, 2002, Equis Financial Group Limited Partnership ("EFG")
agreed to buy a loan, presently held by the Trust, made by the Partnership to
Echelon Residential Holdings LLC ("Echelon Residential Holdings"). Pursuant to
the terms of the Settlement, EFG agreed to purchase the loan on or before
December 31, 2002 for its original principal value of $3,640,000, less any
amounts previously paid, together with interest accruing at an annual rate of
7.5%. This loan was originally made to Echelon Residential Holdings by the
Partnership together with loans made by ten other affiliated partnerships.
Echelon Residential Holdings, through a wholly-owned subsidiary (Echelon
Residential LLC), used the loan proceeds to acquire various real estate assets
from Echelon International Corporation, an unrelated Florida-based real estate
company. In connection with the loan, Echelon Residential Holdings has pledged
a security interest in all of its right, title and interest in and to its
membership interests in Echelon Residential LLC. The loan had a term of 30
months and matured on September 8, 2002. The loan bore an annual interest rate
of 14% for the first 24 months and 18% for the final 6 months. Interest accrues
and compounds monthly and was payable at maturity. The loan and related accrued
interest were increased to their estimated net realizable amounts during the
Partnership's adjustment to liquidation accounting in the amount $395,300, which
is reflected in the amount of net assets transferred into the Trust.
In accordance with the Settlement and in anticipation of the purchase of the
loan by EFG, The Trust has agreed not to foreclose or initiate foreclosure
procedures on the loans and believes the net carrying value of the loan
receivable is appropriate.
The Trust has been provided with the summarized unaudited financial information
for Echelon Residential Holdings as of and for the nine month periods ended
September 30, 2002 and 2001, respectively, as follows:
2002 2001
------------- -------------
Total assets $ 90,565,683 $ 81,508,282
Total liabilities $111,989,048 $ 89,882,493
Minority interest $ 1,491,036 $ 1,688,330
Total deficit $(22,914,401) $(10,062,541)
Total revenues $ 6,608,783 $ 9,371,321
Total expenses, minority interest
and equity in loss of unconsolidated
joint venture $ 13,818,589 $ 15,574,223
Net loss $ (7,209,806) $ (6,202,902)
NOTE 6 - RELATED PARTY TRANSACTIONS
- ----------------------------------------
During the liquidation process, certain operating expenses incurred by the Trust
are paid by EFG in its role as manager to the Trust. EFG is reimbursed by the
Trust at its actual cost for such expenditures. Fees and other costs incurred
during the period July 18, 2002 through September 30, 2002, which were paid or
accrued by the Trust to EFG or its affiliates, are as follows:
Equipment management fees $ 290
Administrative charges 17,297
-------
Total $17,587
=======
All rents and proceeds from the sale of equipment owned by the Trust are paid
directly to EFG. EFG temporarily deposits collected funds in a separate
interest-bearing escrow account prior to remittance to the Trust. At September
30, 2002, the Trust was owed $16,304 from EFG for such funds and the interest
thereon. These funds were remitted to the Trust in October 2002.
The discussion of the loan to Echelon Residential Holdings in Note 5 above is
incorporated herein by reference.
In accordance with the liquidation basis of accounting, the Trust recorded an
accrual during the period ended September 30, 2002 for the estimated costs
expected to be incurred to liquidate the Partnership. Included in these
estimated liquidation costs was approximately $41,000 expected to be payable to
the general partner and its affiliates during the anticipated remaining
liquidation period.
NOTE 7 - LEGAL PROCEEDINGS
- ------------------------------
Action involving Transmeridian Airlines
- ------------------------------------------
As described more fully in the Partnership's Annual Report on Form 10-K for the
year ended December 31, 2001, Wells Fargo Bank Northwest, National Association
(f/k/a First Security Bank, N.A.,) as trustee of a trust, the beneficial
interests of which are owned by the Trust and other liquidating trusts
succeeding to certain affiliated investment programs of the Partnership (the
"Plaintiff"), filed a lawsuit against Prime Air, Inc. d/b/a Transmeridian
Airlines ("Transmeridian"), Atkinson & Mullen Travel, Inc., and Apple Vacations,
West, Inc., both d/b/a Apple Vacations ("Apple"), asserting various causes of
action for declaratory judgment and breach of contract.
As of March 13, 2002, the parties settled all claims involved in this lawsuit
and in a related lawsuit involving affiliated entities but not the Partnership.
Upon the dissolution of the Partnership, the Trust succeeded to the interest of
the Partnership in the settlement. The material terms of settlement provide,
inter alia, that: (i) the Plaintiffs shall have Allowed Claims against the
bankruptcy estate of Transmeridian in the aggregate amount of $2,700,000; (ii)
the Plaintiff will be paid $400,000 from the insurance proceeds relating to the
aircraft loss; and (iii) each of the parties will receive mutual releases of all
claims and counterclaims.
Subsequent to September 30, 2002, the Trust received $71,000 of the $400,000 of
proceeds expected from the insurance company.
- ------
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations.
- ---------------
General
- -------
Certain statements in this quarterly report of AIRFUND II International Limited
Partnership Liquidating Trust (the "Trust") that are not historical fact
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and are subject to a variety of risks
and uncertainties. There are a number of factors that could cause actual
results to differ materially from those expressed in any forward-looking
statements made herein. These factors include, but are not limited to, the
remarketing of the Trust's aircraft and the performance and liquidation of the
Trust's non-aircraft assets.
Liquidity and Capital Resources
- ----------------------------------
The Trust was formed as of July 18, 2002. In accordance with the Settlement and
pursuant to a Plan of Liquidation and Dissolution dated as of July 18, 2002, the
Partnership dissolved and transferred all of its remaining assets and
liabilities to the Trust, including a $2,208,000 cash reserve set aside for
contingent liabilities of the Partnership and the Trust. From and after July
18, 2002, unitholders of the Partnership are deemed to be pro rata beneficial
interest holders in the Trust. Pursuant to the terms of the Liquidating Trust
Agreement, the Trust shall complete the liquidation and distribution of the
assets and the satisfaction or discharge of the liabilities of the Partnership.
In accordance with the liquidation basis of accounting, the carrying values of
the assets are presented at net realizable amounts and all liabilities are
presented at estimated settlement amounts, including estimated costs associated
with completing the liquidation. Preparation of the financial statements on a
liquidation basis requires significant assumptions by management, including the
estimate of liquidation costs and the resolution of any contingent liabilities.
There may be differences between the assumptions and the actual results because
events and circumstances frequently do not occur as expected. Those
differences, if any, could result in a change in the net assets recorded in the
Statement of Net Assets in Liquidation at September 30, 2002.
In accordance with the Settlement, on or prior to July 18, 2002, Equis Financial
Group Limited Partnership ("EFG") agreed to buy a loan, presently held by the
Trust, made by the Partnership to Echelon Residential Holdings LLC ("Echelon
Residential Holdings"). EFG agreed to purchase the loan on or before December
31, 2002 for its original principal value of $3,640,000, less any amounts
previously paid, together with interest accruing at an annual rate of 7.5%.
This loan was originally made to Echelon Residential Holdings by the Partnership
together with loans made by ten other affiliated partnerships. Echelon
Residential Holdings, through a wholly-owned subsidiary (Echelon Residential
LLC), used the loan proceeds to acquire various real estate assets from Echelon
International Corporation, an unrelated Florida-based real estate company. In
connection with the loan, Echelon Residential Holdings has pledged a security
interest in all of its right, title and interest in and to its membership
interests in Echelon Residential LLC. The loan had a term of 30 months and
matured on September 8, 2002. The loan bore an annual interest rate of 14% for
the first 24 months and 18% for the final 6 months. Interest accrues and
compounds monthly and was payable at maturity. The loan and related accrued
interest were increased to their estimated net realizable amounts during the
Partnership's adjustment to liquidation accounting in the amount $395,300, which
is reflected in the net assets transferred into the Trust.
The loan to Echelon Residential Holdings is, and will continue to be, subject to
various risks, including the risk that EFG will not buy the loan in accordance
with the Settlement and the risk of default by Echelon Residential Holdings. The
ability of Echelon Residential Holdings to make loan payments and the amount the
Trust may realize after a default would be dependent upon the risks generally
associated with the real estate lending business including, without limitation,
the existence of senior financing or other liens on the properties, general or
local economic conditions, property values, the sale of properties, interest
rates, real estate taxes, other operating expenses, the supply and demand for
properties involved, zoning and environmental laws and regulations, rent control
laws and other governmental rules. The Trust periodically evaluates the
collectibility of the loan's contractual principal and interest and the
existence of loan impairment indicators.
At September 30, 2002, the Trust has agreed not to foreclose or initiate
foreclosure procedures on the loans and believes the net carrying value of the
loan receivable is appropriate.
A cash distribution of $3,386,363 was paid to the beneficial interest holders of
the Trust on August 18, 2002. In any given year, it is possible that beneficial
interest holders in the Trust will be allocated taxable income in excess of
distributed cash. This discrepancy between tax obligations and cash
distributions may or may not continue in the future, and cash may or may not be
available for distribution to the beneficial interest holders in the Trust
adequate to cover any tax obligation.
Cash distributions when paid to the beneficial interest holders in the Trust
generally consist of both a return of and a return on capital. Cash
distributions do not represent and are not indicative of yield on investment.
Actual yield on investment cannot be determined with any certainty until
conclusion of the Trust and will be primarily dependent upon the proceeds
realized from the liquidation of the Trust's remaining assets offset by the
associated costs of such liquidation and dissolution of the Trust.
The Trust has been advised that the Partnership's capital account balances for
federal income tax and for financial reporting purposes are different primarily
due to differing treatments of income and expense items for income tax purposes
in comparison to financial reporting purposes (generally referred to as
permanent or timing differences). For instance, selling commissions,
organization and offering costs pertaining to syndication of the Partnership's
limited partnership units are not deductible for federal income tax purposes,
but are recorded as a reduction of partners' capital for financial reporting
purposes. The Trust has been advised that such differences are permanent
differences between capital accounts for financial reporting and federal income
tax purposes. Other differences between the bases of capital accounts for
federal income tax and financial reporting purposes occur due to timing
differences. Such items consist of the cumulative difference between income or
loss for tax purposes and financial statement income or loss and the treatment
of unrealized gains or losses on investment securities for book and tax
purposes.
Results of Operations
- -----------------------
The Liquidating Trust Agreement gives the Trust authority to liquidate the
remaining assets of the Trust in an orderly manner. As a result of the
liquidation, operations are being accounted for on a liquidation basis in
accordance with generally accepted accounting principles and the net loss from
operations was $200,985 for the period July 18, 2002 through September 30, 2002.
Critical Accounting Policies and Estimates
- ----------------------------------------------
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the Trust to make estimates and
assumptions that affect the amounts reported in the financial statements. On a
regular basis, the Trust reviews these estimates and assumptions including those
related to revenue recognition, asset lives, allowance for doubtful accounts,
allowance for loan loss, impairment of long-lived assets and contingencies.
These estimates are based on the Trust's historical experience and on various
other assumptions believed to be reasonable under the circumstances. Actual
results may differ from these estimates under different assumptions or
conditions. The Trust believes, however, that the estimates, including those
for the above-listed items, are reasonable.
The Trust believes the following critical accounting policies, among others, are
subject to significant judgments and estimates used in the preparation of these
financial statements:
Allowance for loan losses: The Trust periodically evaluates the collectibility
- ---------------------------
of the loan's contractual principal and interest and the existence of loan
impairment indicators, including contemporaneous economic conditions, situations
which could affect the borrower's ability to repay its obligation, the estimated
value of the underlying collateral, and other relevant factors. Real estate
values are discounted using a present value methodology over the period between
the financial reporting date and the estimated disposition date of each
property. A loan is considered to be impaired when, based on current
information and events, it is probable that the Trust will be unable to collect
all amounts due according to the contractual terms of the loan agreement, which
includes both principal and interest. A provision for loan losses is charged to
earnings based on the judgment of the Trust of the amount necessary to maintain
the allowance for loan losses at a level adequate to absorb probable losses.
Impairment of long-lived assets: On a regular basis, the Trust reviews the net
- ---------------------------------
carrying value of equipment to determine whether it can be recovered from
undiscounted future cash flows. Adjustments to reduce the net carrying value of
equipment are recorded in those instances where estimated net realizable value
is considered to be less than net carrying value. Inherent in the Trust's
estimate of net realizable values are assumptions regarding estimated future
cash flows. If these assumptions or estimates change in the future, the Trust
could be required to record impairment charges for these assets.
Contingencies and litigation: The Trust is subject to legal proceedings
- -------------------------------
involving ordinary and routine claims related to its business. The ultimate
- -------
legal and financial liability with respect to such matters cannot be estimated
- ---
with certainty and requires the use of estimates in recording liabilities for
potential litigation settlements. Estimates for losses from litigation are made
after consultation with outside counsel. If estimates of potential losses
increase or the related facts and circumstances change in the future, the Trust
may be required to adjust amounts recorded in its financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
- --------------------------------------------------------------------------
The Trust's financial statements include financial instruments that are exposed
to interest rate risks.
Pursuant to the terms of the Settlement, EFG has agreed to buy the loan to
Echelon Residential Holdings no later than December 31, 2002, at face value plus
interest at 7.5% per annum less any previously paid amounts. Investments
earning a fixed rate of interest may have their fair market value adversely
impacted due to a rise in interest rates. The effect of interest rate
fluctuations on the Trust for the period July 18, 2002 through September 30,
2002 was not material.
Item 4. Controls and Procedures
- -----------------------------------
Based on their evaluation as of a date within 90 days of the filing of this Form
10-Q, the Trust's Chief Executive Officer and Chief Financial Officer have
concluded that the Trust's disclosure controls and procedures are effective to
ensure that information required to be disclosed in the reports that the Trust
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. There have been no
significant changes in the Trust's internal controls or in other factors that
could significantly affect those controls subsequent to the date of their
evaluation.
AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP LIQUIDATING TRUST
FORM 10-Q
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
. Response:
. Refer to Note 7 to the financial statements herein.
Item 2. Changes in Securities
. Response: None
Item 3. Defaults upon Senior Securities
. Response: None
Item 4. Submission of Matters to a Vote of Security Holders
. Response: None
Item 5. Other Information
. Response: None
Item 6(a). Exhibits
. Response:
Exhibit 4 Liquidating Trust Agreement between the Partnership and
Wilmington Trust Company dated July 18, 2002 was filed in the Partnership's June
30, 2002 Quarterly Report as Exhibit 2.16 and is incorporated herein by
reference
Exhibit 10.1 Appointment Agreement between Wilmington Trust Company, as
Trustee and not Individually, of the Liquidating Trusts, and Equis Corporation,
as Manager, dated November 13, 2002
Exhibit 99.1 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Certification Pursuant to 18 U.S. C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Item 6(b). Reports on Form 8-K
Response : None
SIGNATURE PAGE
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.
AIRFUND II International Limited Partnership Liquidating Trust
By: Equis Corporation, as Manager of the Trust, under a Liquidating Trust
Agreement dated as of July 18, 2002, Wilmington Trust Company, as Trustee and
not Individually
By: /s/ Wayne E. Engle
---------------------
Wayne E. Engle
Vice President
(Duly Authorized Officer and
Chief Financial Officer)
Date: November 14, 2002
-------------------
- ------
CERTIFICATION:
I, Gary D. Engle, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AIRFUND II
International Limited Partnership Liquidating Trust (the "Trust");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ Gary D. Engle
- --------------------
Gary D. Engle
President (Chief Executive Officer)
Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not
Individually
Date: November 14, 2002
CERTIFICATION:
I, Wayne E. Engle, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AIRFUND II
International Limited Partnership Liquidating Trust (the "Trust");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
/s/ Wayne E. Engle
- ---------------------
Wayne E. Engle
Vice President (Chief Financial Officer)
Equis Corporation, as Manager of the Trust, under a Liquidating Trust Agreement
dated as of July 18, 2002, Wilmington Trust Company, as Trustee and not
Individually
Date: November 14, 2002
Exhibit Index
10.1 Appointment Agreement between Wilmington Trust Company and Equis
Corporation
99.1 Certificate of Chief Executive Officer pursuant to Section 906 of Sarbanes
- - Oxley Act
99.2 Certificate of Chief Financial Officer pursuant to Section 906 of Sarbanes
- - Oxley Act