8-K 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 14, 2003 -------------- AFG Investment Trust D (Exact name of registrant as specified in its charter) Delaware 0-25648 04-3157233 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1050 Waltham Street Lexington, MA 02421 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (781) 676-0009 --------------- (Former name or former address, if changed since last report) Item 5. Other Events ------------- On March 14, 2003, AFG Investment Trust D (the "Trust") completed its proxy voting in accordance with the proxy solicitation statement dated as of February 11, 2003. The proxy solicitation sought approval of the following: Proposal 1: To allow PLM International, Inc. ("PLM"), its parent, MILPI Holdings, LLC ("MILPI") and the subsidiaries and affiliated that they control, to continue to operate their ongoing business making investments after December 31, 2002, not withstanding the end of the reinvestment period for the Trust. Proposal 2: Approval of the acquisition of partnership interests in Rancho Malibu Limited Partnership from Semele Group, Inc. by RMLP, a subsidiary of PLM. Proposal 3: Approval of the amendment to Section 7.5 of the Trust Agreement to approve grants and exercises of rights of first refusal in joint venture agreements between the Trust and its affiliates. Proposal 4: Approval of the purchase by MILPI of the membership interests in MILPI held by AFG Investment Trust A and AFG Investment Trust B, which would give the Trust, together with AFG Investment Trust C, shared 100% ownership of MILPI. Proposal 5: To allow the Trust, in its operation of PLM, to enter into business arrangements with affiliates in the ordinary course of business on terms no less favorable than those that they would receive if such arrangements were being entered into with independent third parties. The Altman Group, Inc. certified the tabulation of the proxy vote for Class A Interest on March 14, 2003 as follows:
Proposal 1 For Against Abstain 525,400 146,959 20,287 Proposal 2 For Against Abstain 490,412 176,729 25,505 Proposal 3 For Against Abstain 517,078 151,233 24,335 Proposal 4 For Against Abstain 521,370 142,271 29,005 Proposal 5 For Against Abstain 497,968 164,313 30,365
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 hereunto duly authorized. Dated: March 21, 2003 AFG INVESTMENT TRUST D By: AFG ASIT Corporation, as Managing Trustee By: /s/ Richard K Brock ------------------------- Name: Richard K Brock Title: Chief Financial Officer