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EX-99.1 - ICON LEASING FUND TWELVE, LLCex99-1.htm
 



UNITED STATES
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): November 20, 2012 (November 29, 2012)

ICON Leasing Fund Twelve, LLC
(Exact Name of Registrant as Specified in Charter)

Delaware
 
000-53189
 
20-5651009
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)


3 Park Avenue, 36th Floor
New York, New York 10016

(Address of Principal Executive Offices)
____________________

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[  ] 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))
  
 
 

 
 
 
Item 7.01    Regulation FD Disclosure
On November 29, 2012, ICON Capital Corp., the manager of the Registrant, will notify the registered representatives of the members of the Registrant that the Registrant’s distribution rate will change effective January 2013 and that it will notify the Registrant’s members of this change in distribution rate via letter to the Registrant's members on December 7, 2012.  A copy of the notice to the registered representatives of the members, which includes a draft of the letter to the members, is attached as Exhibit 99.1.
 
The information in this Report is provided under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
 
Item 9.01   Financial Statements and Exhibits

 
(d) The following exhibit is furnished herewith:
 
99.1
Notice to the registered representatives of the members, which includes a draft of the letter to the members of the Registrant.

 
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.
 
   
 
ICON LEASING FUND TWELVE, LLC
 
By:  ICON CAPITAL CORP., its Manager
   
   
Dated:  November 20, 2012
By: /s/ Michael A. Reisner
 
Michael A. Reisner
 
Co-President and Co-Chief Executive Officer