8-K/A 1 six.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): October 21, 2005 ICON CASH FLOW PARTNERS L.P. SIX ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-28136 13-3723089 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 100 Fifth Avenue, 4th Floor New York, New York 10011 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (212) 418-4700 ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K/A is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT ICON Cash Flow Partners L.P. Six (the "Partnership"), hereby amends its Current Report on Form 8-K dated October 21, 2005 to provide the required pro forma financial statements of the Partnership relating to the sale by the Partnership's majority owned subsidiary, ICON Cash Flow Partners L.L.C. II, of a McDonnell Douglas aircraft as described in such Current Report. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (b) Pro Forma Financial Information The following financial statements of the Partnership are submitted at the end of this Form 8-K/A and are filed herewith and incorporated herein by reference. (1) Pro Forma Consolidated Balance Sheet as of September 30, 2005 (unaudited) (2) Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2005 (unaudited) (3) Notes to Pro Forma Consolidated Financial Statements September 30, 2005 (unaudited) 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. ICON CASH FLOW PARTNERS L.P. SIX By: ICON CAPITAL CORP., its General Partner By: /s/ Thomas W. Martin ---------------------------------------- Date: January 6, 2006 Thomas W. Martin Executive Vice President 9.01(b) PRO FORMA FINANCIAL STATEMENTS (UNAUDITED) The following unaudited pro forma consolidated balance sheet and results of operations relate to the sale of an aircraft that had been on lease with Aerovias de Mexico, S.A. de C.V. ("Aeromexico"). The consolidated balance sheet is as of and for the nine months ended September 30, 2005 and assumes the sale occurred as of September 30, 2005. The consolidated results of operations are for the nine months ended September 30, 2005 and assume the sale occurred on January 1, 2005. The pro forma information is for informational purposes only and may not necessarily reflect the results of operations had this equipment been sold as of January 1, 2005. ICON Cash Flow Partners L.L.C. II (the "Company"), a 99% owned subsidiary of ICON Cash Flow Partners L.P. Six (the "Partnership"), owned a beneficial interest in a McDonnell Douglas model MD-83 aircraft that had been on lease to Aeromexico. On October 21, 2005, the Company sold its interest in the aircraft to FINOVA Capital Corporation ("FINOVA") in exchange for the cancellation of the then outstanding balance of non-recourse debt and accrued interest owed to FINOVA in the amount of $9,503,682. ICON Cash Flow Partners L.P. Six (A Delaware Limited Partnership) Pro Forma Consolidated Balance Sheet September 30, 2005 (Unaudited)

ICON Cash Flow Partners L.P. Six (A Delaware Limited Partnership) Pro Forma Consolidated Statement of Operations Nine Months Ended September 30, 2005 (Unaudited)

ICON Cash Flow Partners L.P. Six (A Delaware Limited Partnership) Notes To Pro Forma Consolidated Financial Statements September 30, 2005 (Unaudited) Note 1- The pro forma adjustments relating to the sale of the aircraft to the consolidated balance sheet and results of operations as of and for the nine months ended September 30, 2005 are as follows: (1) To remove income and expenses relating to the aircraft. (2) To remove the aircraft's capitalized costs and related accumulated depreciation. (3) To remove the debt related to the aircraft.

ICON CASH FLOW PARTNERS L P SIX 8-K/A