<PAGE>

                                   FORM 10-K

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1999
                                       OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ____________________to _________________

                        Commission file number 0-19166

                    PaineWebber Preferred Yield Fund, L.P.
                    --------------------------------------
            (Exact name of registrant as specified in its charter)

       Delaware                                           84-1130506
       --------                                           ----------
(State of organization)                     (I.R.S. Employer Identification No.)

7175 West Jefferson Avenue, Suite 4000
       Lakewood, Colorado                                     80235
--------------------------------------                        -----
 (Address of principal executive offices)                    Zip Code


       Registrant's telephone number, including area code (303) 980-1000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Units of Class A Limited Partner Interest  (Title of Class)

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 [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
Registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant: Not applicable.

                       Exhibit Index Appears on Page 30

                                 Page 1 of 31
<PAGE>

                    PaineWebber Preferred Yield Fund, L.P.
                      Annual Report on Form 10-K for the
                     Fiscal Period Ended December 31, 1999

                               Table of Contents
<TABLE>
<CAPTION>

                                                                                   Page
                                                                                   ----
<S>         <C>                                                                    <C>

Part I

Item 1      Business                                                                 3
Item 2      Properties                                                               4
Item 3      Legal Proceedings                                                        4
Item 4      Submission of Matters to a Vote of Security Holders                      4

Part II

Item 5      Market for Registrant's Common Equity and Related Stockholder Matters    4
Item 6      Selected Financial Data                                                  5
Item 7      Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                                6
Item 8      Financial Statements                                                    F-1
Item 9      Changes in and Disagreements with Accountants on Accounting and
            Financial Disclosure                                                    26

Part III

Item 10     Directors and Executive Officers of the Registrant                      26
Item 11     Executive Compensation                                                  28
Item 12     Security Ownership of Certain Beneficial Owners and Management          28
Item 13     Certain Relationships and Related Transactions                          29

Part IV

Item 14     Exhibits, Financial Statement Schedules and Reports on Form 8-K         30
</TABLE>

                                       2
<PAGE>

                                    PART I

Item 1.  Business

General

  PaineWebber Preferred Yield Fund, L.P. (the "Partnership" or the "Registrant")
is a limited partnership organized under the laws of the State of Delaware on
December 18, 1989 and commenced operations on June 22, 1990. The general
partners of the Partnership are CAI Equipment Leasing II Corp., the Managing
General Partner, a Colorado corporation wholly-owned by Capital Associates, Inc.
("CAI"), and General Equipment Management, Inc., the Administrative General
Partner, a Delaware corporation wholly-owned by PaineWebber Group Inc. (The
Managing General Partner and the Administrative General Partner are sometimes
hereinafter collectively referred to as the "General Partners".)

  Capital Associates International, Inc. ("CAII"), an affiliate of the Managing
General Partner, is the Class B Limited Partner. The Class B Limited Partner
contributed equipment and cash to the Partnership valued at an amount equal to
12.5% of the aggregate value of the equipment purchased with the net offering
proceeds received from the sale of the Units of Class A Limited Partner Interest
("Units") and the equipment and capital contributed by the Class B Limited
Partner. The Class B Limited Partner satisfied its contribution obligation
during 1992.

  The Partnership is required to dissolve and distribute all of its assets not
later than December 31, 2005. The general partners approved a plan of
liquidation in 1998 and the Partnership commenced liquidation as of December 31,
1998.  As a result, the Partnership has changed its basis of accounting for
periods subsequent to December 31, 1998 from the going-concern to the
liquidation basis of accounting.  The Managing General Partner has sold the
remaining equipment during 1999.

  During 1999, the Partnership liquidated substantially all of its net assets
and distributed the related proceeds to the partners in accordance with the
Partnership Agreement. As of December 31, 1999, the Partnership retained assets
equal to the estimated settlement value of all remaining liabilities. It is the
intent of the general partner to liquidate the remaining receivables and settle
all liabilities during 2000. Excess cash remaining after the settlement of
liabilities, if any, will be distributed to the Partners in accordance with the
Partnership Agreement.

  The Partnership acquired, on an all-cash basis, a portfolio of equipment,
subject to triple net leases with unaffiliated third parties. The Partnership's
portfolio of equipment included industrial, materials handling, mining, medical,
research and development, transportation equipment, store fixtures and
manufacturing testing and office technology equipment, including, computers and
computer-related and telecommunications equipment. Office technology equipment
owned by the Partnership could not exceed 60% of the value of the Partnership's
total equipment portfolio.

  A substantial amount of the equipment initially acquired by the Partnership
was purchased by CAII directly from the manufacturer or from independent third
parties and resold or contributed to the Partnership. The balance of the
equipment was purchased directly from independent third parties by the
Partnership.  The purchase price of the equipment acquired from CAII and the
value of the equipment contributed by the Class B Limited Partner were equal to
the lesser of the adjusted cost of the equipment or the appraised value of the
equipment at the time of its acquisition by the Partnership.  The adjusted cost
of the equipment was equal to the price paid by CAII, plus the cost of an
appraisal, CAII's cost of interim financing for the equipment and any taxes paid
by CAII, less certain interim rentals received by CAII with respect to the
equipment.

  The Partnership acquired equipment that was already subject to short-term
leases (generally, 5 years or less).  The Partnership's business is not subject
to seasonal variations.

                                       3
<PAGE>

Item 1.  Business, continued

General, continued

Employees

  The Partnership has no employees. The officers, directors and employees of the
General Partners and their affiliates perform services on behalf of the
Partnership. The General Partners are entitled to certain fees and
reimbursements of certain out-of-pocket expenses incurred in connection with the
performance of these management services. See Item 10 of this Report, "Directors
and Executive Officers of the Registrant", and Item 13 of this Report, "Certain
Relationships and Related Transactions", which are incorporated herein by
reference.

Item 2.  Properties

  The Partnership does not own or lease any properties other than the equipment
which is discussed in Item 1 of this Report, "Business", which is incorporated
herein by reference.


Item 3.  Legal Proceedings

  The Partnership is not the subject of any material pending legal proceedings.


Item 4.  Submission of Matters to a Vote of Security Holders

  No matters were submitted to a vote of the Limited Partners of the
Partnership, through the solicitation of proxies or otherwise, during the fourth
quarter of the fiscal year ended December 31, 1999.

                                    PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

  There is no organized trading market for the purchase and sale of the Units
and certain measures have been adopted and implemented to assure that no
organized trading market will develop.

  As of June 1, 1999, the number of Class A Limited Partners was 3,461,
representing 142,128 Units.

                                       4
<PAGE>

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ,
continued

  The Partnership made the following quarterly distributions to its Class A
Limited Partners out of cash flows during 1999 and 1998:

Period From Which               Amount Of
Distributable Cash             Distribution
 Was Generated                   Per Unit        Record Date    Payment Date
------------------             ------------     -------------   ---------------
  Quarter ended
  June 30, 1999 (1)            $    17.14       June 1, 1999    August 20, 1999

  Quarter ended
  March 31, 1998               $     8.00       April 1, 1998   April 25, 1998

(1) Liquidation distribution

 Total distributions to all partners for 1999 and 1998 were declared as follows:

                                            1999           1998
                                            ----           ----

  Class A Limited Partners              $ 2,436,081     $1,137,024
  Class B Limited Partners                  395,727        197,959
  General Partners                          122,021         50,156
                                        -----------     ----------
                                        $ 2,953,829     $1,385,139
                                        ===========     ==========
Item 6. Selected Financial Data

  The following selected financial data of the Partnership has been derived from
the audited financial statements for the indicated periods. The information set
forth below should be read in conjunction with the Partnership's financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in Items 8 and 7,
respectively, of this Report, which are incorporated herein by reference.
<TABLE>
<CAPTION>

                                         1999        1998         1997         1996         1995
                                      ----------  -----------  -----------  -----------  -----------
<S>                                   <C>         <C>          <C>          <C>          <C>

Total Revenues/ Income from
  liquidating activities(1)           $  461,786   $4,315,468  $10,632,297  $16,059,351  $16,382,650
Net Income/Change in Net Assets          415,415    1,315,762    2,072,522    4,258,032    3,957,086
Net Income per Class A Limited
  Partnership Unit(2)                                    7.70        12.50        27.80        22.14
Total Assets                                   -            -   28,944,212   41,098,131   53,302,011
Discounted Lease Rentals                       -      969,404    1,523,570    2,802,710    4,747,859
Net Assets in Liquidation /
  Partners' Equity                        94,603    2,633,017    3,044,144   26,186,611   34,113,196
Net Assets in Liquidation                 94,603    2,633,017            -            -            -
Distributions Declared to Partners     2,953,829    1,385,139   25,214,989   12,184,617   11,473,341
</TABLE>
(1) Includes net gains on disposition of equipment of $96,933, $1,236,378,
    $461,994, $789,154 and $179,352 for the years ended December 31, 1999, 1998,
    1997, 1996 and 1995, respectively.
(2) Calculated based upon the weighted average number of units outstanding.
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

  The Partnership has changed its basis of accounting from the going-concern to
the liquidation basis as of December 31, 1998 in accordance with a plan of
liquidation adopted by the General Partners effective December 31, 1998.  The
liquidation basis of accounting presents assets at the amounts expected to be
realized in liquidation and liabilities at amounts expected to be paid to
creditors.  Amounts expected to be paid to creditors to finalize the liquidation
were accrued at December 31, 1999, and are discussed in detail under general and
administrative expenses in Item 7.

  The following discussion should be read in conjunction with the selected
financial data and the consolidated financial statements of the Partnership and
notes thereto.

Lquidity and Capital Resources

  Equipment acquisitions (including acquisition fees and expenses) since the
commencement of operations have been as follows:
<TABLE>
<CAPTION>
            Total       Purchased with Net    Contributed by the   Purchased Pursuant
         Acquisition     Proceeds from the     Class B Limited       to Reinvestment
            Cost       Sale of Class A Units       Partner               Program
        -------------  ---------------------  ------------------  ---------------------
<S>     <C>            <C>                    <C>                 <C>

1990     $ 45,278,316            $39,529,865          $5,470,464         $   277,987
1991       27,997,203             19,292,333           2,723,225           5,981,645
1992       15,780,483              3,039,218             449,161          12,292,104
1993       16,937,818                      -                   -          16,937,818
1994       11,388,058                      -                   -          11,388,058
1995       14,347,283                      -                   -          14,347,283
1996        8,740,536                      -                   -           8,740,536
1997            3,929                      -                   -               3,929(1)
1998                -                      -                   -                   -
1999                -                      -                   -                   -
         ------------            -----------          ----------         -----------
         $140,473,626            $61,861,416          $8,642,850         $69,969,360
         ============            ===========          ==========         ===========
</TABLE>

(1)  Represents upgrade to an existing lease.

     From inception through December 31, 1999, the Partnership sold equipment
with an original cost as follows:
                                         Original Cost Associated
         Year Ending                        with Equipment Sold
         December 31,                      or Disposed of (1)(2)
         ------------                    ------------------------

            1991                               $  1,074,780
            1992                                  3,928,788
            1993                                 14,916,752
            1994                                 13,247,784
            1995                                 20,352,539
            1996                                 12,500,250
            1997                                 48,987,055
            1998                                 22,546,942
            1999                                  2,918,736
                                               ------------
                                               $140,473,626
                                               ============

(1)  Includes investment in direct finance leases.
(2)  See "Selected Financial Data", set forth elsewhere herein, for disclosure
     of related gains and losses.
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations, continued

Liquidity and Capital Resources, continued

  The Partnership invests working capital and cash flow from operations prior to
its distribution to the partners in short-term highly liquid investments. These
investments are primarily short-term commercial paper issued by large domestic
corporations.  In the years ended December 31, 1999 and 1998, approximate
distributions of net cash flows provided by operations declared and paid by the
Partnership were $3 million and $1.4 million, respectively.  Distributions
declared was $25.2 million in the year ended December 31, 1997.

Year 2000 Issues

  The Partnership uses information systems provided by CAI and has no
information system of its own. CAI completed all Year 2000 readiness work prior
to December 31, 1999 and did not experience any significant problems.
Additionally, the Partnership is not aware of any outside customer or vendor
that experienced Year 2000 issues, that would have any effect on the
Partnership's operations, liquidity, or financial condition.  However, CAI and
the Partnership has no means of ensuring that all customers, vendors and third-
party services have conformed to Year 2000 standards.  The effect of this risk
is to the Partnership is determined to be minimal.

Equipment Sale

  The remaining equipment was sold in the second quarter of 1999 for a sales
price of $1,401,287 and a gain of $96,933. In October 1997, the Partnership
entered into an agreement with an unaffiliated third party to sell certain
equipment subject to leases for an aggregate sale price of $15,338,420.  The
equipment, which included printers, transportation, industrial, communication,
manufacturing and research equipment was originally acquired for purchase prices
aggregating $29,855,031 and had an aggregate net book value of $16,323,645 at
September 30, 1997.  The equipment had generated aggregate rents of
approximately $19,000,000 for the Partnership through the date of sale.  The
Partnership recorded a writedown of $1,000,000 at September 30, 1997 to reflect
the difference between the sale price and the depreciated value of the
equipment.  The sale was consummated and the sales proceeds were received on
October 30, 1997. Of the proceeds received, $156,476 was utilized to repay
related non-recourse debt and the balance less any amount required for
operations, was distributed to the partners in January 1998.  The equipment sold
represented approximately 57% of the Partnership's remaining equipment on a net
book value basis at September 30, 1997, and approximately 70% of the September
1997 monthly rental billings.

Sale of Prepaid Leases

  Effective September 30, 1998, the Partnership sold the title and its interest
in certain equipment to an unaffiliated third party (Buyer).  The lease rentals
had previously been discounted for cash and were recorded as a prepaid rent
obligation on the balance sheet.  The Buyer assumed the prepaid rent obligation
of approximately $4,569,000 at September 30, 1998 and paid an additional amount
of cash to the Partnership resulting in a net gain of approximately $528,000
which is included in Gain on sale of equipment.

                                       7
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

Sale  of Prepaid Leases, continued

  As of December 31, 1999, the Partnership has sold all of its fixed assets.  In
January 1998, the Partnership distributed a substantial portion of the proceeds
generated by the October 1997 equipment sale discussed above.  A final
distribution was made in August 1999 from proceeds of the sale of the remaining
equipment.

The calculation of such distribution was the net of the reserve for current and
contingent liabilities, if any, incidental to the liquidation.

Results of Operations

  The Partnership adopted a plan of liquidation effective December 31, 1998, and
accordingly, is using the liquidation basis of accounting.  The remaining
equipment under operating lease was sold in the second quarter of 1999 for
$1,401,287.  A gain of $96,933 was realized on the sale.  A portion of the
proceeds from the sale was used to satisfy the remaining balance of the
discounted lease rental since the lease had been financed with non-recourse
debt.  The balance of the proceeds were included in the calculation of cash
available for the final liquidating distribution.

  The Partnership's income from liquidating activities during the twelve months
ended December 31, 1999 was realized from a reclassification to income of a
liability account for non-lease related cash received in prior periods, and from
gains realized from the sale of equipment and interest income from cash
equivalents.

  Interest expense for the twelve months ended December 31, 1999 is comprised of
interest expense incurred in connection with the discounted leases.  Interest
expense associated with the remaining discounted lease rental decreased as
principal was repaid. As discussed above in the second paragraph, the balance of
the discounted lease rental was repaid to the lender as part of the sale of the
Partnership's remaining equipment.

  General and administrative expenses for the twelve months ended December 31,
1999 consisted primarily of state tax fees and storage and transportation fees.

  The Partnership received rental payments for equipment subsequent to the sale
of its equipment to a third party.  The Partnership remits these rental payments
to the new owners on a monthly basis.  Included in accounts payable and accrued
liabilities at December 31, 1999 are approximately $463,907 of rents payable to
the new owners.

  Substantially all of the Partnership's revenue since the inception of the
Partnership has been generated from the leasing of the Partnership's equipment
to unaffiliated third parties under triple net leases most of which were in
effect at the time the equipment was acquired by the Partnership. The balance of
the Partnership's revenue consisted of interest income from temporary
investments and gains realized on the sale of equipment.


                                       8
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

1998 Compared to 1997

  The Partnership's net income decreased to $1,315,762 for the year ended
December 31, 1998 ("1998 Period") as compared to net income of $2,072,522 for
the year ended December 31, 1997 ("1997 Period") due to portfolio run-off and
sales of equipment offset by corresponding decreases in depreciation and
interest expenses.  However, net income as a percent of total revenue increased
by 11% in the current year.

  Rentals from operating leases decreased by $6,524,524 or 70%, in the 1998
Period as compared to the 1997 Period. The decrease is attributable to the
expiration of leases in accordance with their respective terms and the sale of
equipment subject to operating leases.

  As discussed above, the Partnership performs ongoing assessments of recorded
equipment residual values based on actual sales of similar equipment and other
evaluations of estimated future equipment values and provides for writedowns
when the value of the equipment has been impaired on an other than temporary
basis. Based upon management's assessments as noted above, the Partnership
recorded writedowns totaling $566,670 in the 1998 Period.  In the 1997 Period,
the Partnership provided writedowns aggregating $1,000,000.

  Depreciation expense decreased by $4,615,862, or 75% in the 1998 Period as
compared to the 1997 Period.  The decrease was attributable to the continued
sale of equipment.

  Management fees to general partners during the 1998 Period decreased by
$144,754, or 62%, in comparison to the 1997 Period, based upon the reduction of
leases in place and was consistent with the decline in rental revenues.

  Interest expense incurred during the 1998 Period decreased by $308,888 or 38%,
as compared to the 1997 Period. Interest expense is composed of two components;
(i) interest expense incurred in connection with the discounting of certain
leases with unaffiliated lenders and (ii) interest incurred in connection with
the amortization of the prepaid rent received pursuant to the Master Lease
transaction.  For accounting purposes, the prepaid rent was treated as a
financing.  Income was recognized ratably over the terms of the leases and the
related interest was charged to operations.  The decreases reflect the continued
repayment of discounted leases, reducing outstanding balances, and the final
amortization of the prepaid rent in September 1998.

  General and administrative expenses decreased by $57,235 or 16%, in the 1998
Period as compared to the 1997 Period.  The decrease is attributable principally
to a decrease in costs associated with the remarketing of equipment at lease
maturity.

  There are no comparative figures for the liquidation expenses which are
recorded in the Statement of Changes in Shareholders' Equity and Net Assets in
Liquidation as this amount was recorded at December 31, 1998 to accrue for
estimated expenses associated with the liquidation of the Partnership in
accordance with the liquidation basis of accounting.  Liquidation expenses are
estimates comprised primarily of a reserve associated with sales and property
tax audits, financial statement audit and tax return preparation for 1999,
investor record maintenance, and expenses reimbursable to the General Partner.

                                       9
<PAGE>

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations, continued

Inflation and Changing Prices

  Inflation has not had a material impact on the operations or financial
condition of the Partnership from inception through December 31, 1999.

Risks and Uncertainties

  The Managing General Partner has sold the remaining equipment during 1999.
Estimated liquidation expenses for the remaining life of the Partnership have
been recorded in the accompanying financial statements for the period ended
December 31, 1998.  Management believes such accruals are adequate to cover such
anticipated expenditures.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Partnership was legally dissolved as of December 31, 1999 and all assets and
liabilities were stated at anticipated liquidation value.  Consequently, the
Partnership has no market risk exposure.

                                      10
<PAGE>

                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

Item 8. Financial Statements and Supplementary Data

List of Financial Statements


                                                                          Page
                                                                          ----

Report of Independent Accountants                                          F-2

Statement of Net Assets in Liquidation - December 31, 1999 and 1998        F-3

Statement of Changes in Net Assets in Liquidation for the year ended
     December 31, 1999                                                     F-4

Statements of Operations for the years ended
     December 31, 1998 and 1997                                            F-5

Statement of Changes in Partners' Capital for the years
     ended December 31, 1999, 1998, and 1997                               F-6

Statements of Cash Flows for the years ended
     December 31, 1998 and 1997                                            F-7

Notes to Financial Statements                                              F-8

All schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission have been omitted since
(1) the information required is disclosed in the financial statements and notes
thereto, (2) schedules are not required under the related instructions; or (3)
the schedules are inapplicable.

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
PaineWebber Preferred Yield Fund, L.P.

     We have audited the accompanying statements of net assets in liquidation as
of December 31, 1999 and December 31, 1998 of PaineWebber Preferred Yield Fund,
L.P. and the related statements of changes in partners' capital and statement of
changes in net assets in liquidation in for the year ended December 31, 1999.
In addition, we have audited the accompanying statements of operations, cash
flows and changes in partners' capital for each of the two years ended December
31, 1998 and 1997.  These financial statements are the responsibility of the
Partnership's General Partners.  Our responsibility is to express an opinion on
these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PaineWebber Preferred Yield
Fund, L.P. in liquidation as of December 31, 1999 and as of December 31, 1998
and the results of its operations and its cash flows for each of the respective
periods stated in the first paragraph, in conformity with accounting principles
generally accepted in the United States of America.

     As described in Note 1 to the financial statements, the General Partners of
the Partnership approved a plan of liquidation and the Partnership commenced
liquidation, effective December 31, 1998.  As a result, the Partnership has
changed its basis of accounting as of and for periods subsequent to December 31,
1998 from the going concern to the liquidation basis of accounting.

                                    /s/PricewaterhouseCoopers LLP
                                    -----------------------------
                                    PricewaterhouseCoopers  LLP



New York, New York
April __, 2000

                                      F-2
<PAGE>

                    PAINEWEBBER PREFERRED YIELD FUND, L.P.
                 STATEMENT OF NET ASSETS IN LIQUIDATION AS OF
                          DECEMBER 31, 1999 and 1998



                                    ASSETS

                                                          1999         1998
                                                       -----------  -----------
Cash and cash equivalents                               $1,277,247   $3,198,407
Rents and other receivables, net                           114,403      163,529
Equipment on operating leases, at liquidation value              -    1,567,365
                                                        ----------   ----------

  Total Assets                                          $1,391,650   $4,929,301
                                                        ==========   ==========
                           LIABILITIES AND NET ASSETS

LIABILITIES:
  Accounts payable and accrued liabilities              $  963,029   $  731,971
  Accrued liquidation expenses                             177,110      341,750
  Payables to affiliates                                   156,908      246,884
  Accrued interest payable                                       -        6,275
  Discounted lease rentals                                       -      969,404
                                                        ----------   ----------

     Total Liabilities                                   1,297,047    2,296,284
                                                        ----------   ----------

NET ASSETS IN LIQUIDATION:                                  94,603    2,633,017
                                                        ----------   ----------

     Total Liabilities and Net Assets in Liquidation    $1,391,650   $4,929,301
                                                        ==========   ==========



                  The accompanying notes are an integral part
                        of these financial statements.

                                      F-3
<PAGE>

                     PAINEWEBBER PREFERRED YIELD FUND, L.P.

               STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
                      FOR THE YEAR ENDED DECEMBER 31, 1999


                                                     Twelve months ended
                                                          December 31,
                                                              1999
                                                     -------------------

Net assets in liquidation, beginning of year                 $ 2,633,017

Income from liquidating activities:
 Interest income                                                  87,919
 Gain on sale of equipment                                        96,933
 Other income                                                    276,934
                                                             -----------
                                                                 461,786
                                                             -----------

Expenses from liquidating activities:
 Interest                                                         39,514
 General and administrative                                        6,857
                                                             -----------
                                                                  46,371
                                                             -----------
Changes in net assets from liquidation activities                415,415

Distributions to General and Limited Partners                  2,953,829
                                                             -----------
Decrease in net assets in liquidation                         (2,538,409)
                                                             -----------

Net assets in liquidation, end of year                       $    94,603
                                                             ===========

Net assets in liquidation, per weighted average
 Class A unit (142,128)                                            $0.67
                                                             ===========

Net assets in liquidation allocated:
 To the General Partners                                           7,522
 To the Class A Limited Partners                                  80,715
 To the Class B Limited Partners                                   6,366
                                                             -----------
                                                             $    94,603
                                                             ===========

                                      F-4
<PAGE>

                    PAINEWEBBER PREFERRED YIELD FUND, L.P.
                           STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997


                                              1998        1997
                                           ----------  -----------
REVENUE:
  Rentals from operating leases            $2,854,305  $ 9,378,829
  Direct finance lease income                  13,422      351,997
  Gain on sale of equipment                 1,236,378      461,994
  Interest income                             185,924      302,541
  Other income                                 25,439      136,936
                                           ----------  -----------
                                            4,315,468   10,632,297
                                           ----------  -----------
EXPENSES:
  Depreciation                              1,536,058    6,151,920
  Provision for losses on equipment           566,670    1,000,000
  Interest                                    500,730      809,618
  Management fees to general partners          90,097      234,851
  Disposition fees                                  -            -
  General and administrative                  306,151      363,386
                                           ----------  -----------
                                            2,999,706    8,559,775
                                           ----------  -----------
NET INCOME                                 $1,315,762  $ 2,072,522
                                           ==========  ===========

NET INCOME ALLOCATED:
  To the General Partners                  $   65,788  $    74,072
  To the Class A Limited Partners           1,093,727    1,776,214
  To the Class B Limited Partner              156,247      222,236
                                           ----------  -----------
                                           $1,315,762  $ 2,072,522
                                           ==========  ===========

NET INCOME PER WEIGHTED AVERAGE
  NUMBER OF UNITS OF CLASS A LIMITED
  PARTNER INTERESTS OUTSTANDING            $     7.70  $     12.50
                                           ==========  ===========

WEIGHTED AVERAGE NUMBER OF UNITS
  OF CLASS A LIMITED PARTNER INTERESTS
  OUTSTANDING                                 142,128      142,128
                                           ==========  ===========




                  The accompanying notes are an integral part
                        of these financial statements.



                                      F-5
<PAGE>

                    PAINEWEBBER PREFERRED YIELD FUND, L.P.
    STATEMENT OF CHANGES IN PARTNERS' CAPITAL AND NET ASSETS IN LIQUIDATION
             FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
                                                                Class A       Class B
                                                 General        Limited       Limited
                                                 Partners      Partners       Partner         Total
                                               ------------  -------------  ------------   ------------
<S>                                            <C>           <C>            <C>           <C>

Balance, December 31, 1996                      $ 1,216,120   $ 21,828,653   $ 3,141,838   $ 26,186,611
  Net income and comprehensive income                74,072      1,776,214       222,236      2,072,522
  Distributions declared                         (1,179,965)   (21,106,008)   (2,929,016)   (25,214,989)
                                               ------------  -------------  ------------   ------------
Balance, December 31, 1997                          110,227      2,498,859       435,058      3,044,144
  Net income and comprehensive income                65,788      1,093,727       156,247      1,315,762
  Distributions declared and paid
    to partners                                     (50,156)    (1,137,024)     (197,959)    (1,385,139)
                                               ------------  -------------  ------------   ------------
Net assets before accrued liquidation
  expenses                                          125,859      2,455,562       393,346      2,974,767
  Accrued liquidation expenses                      (17,087)      (284,080)      (40,583)      (341,750)
                                               ------------  -------------  ------------   ------------
Net assets in liquidation December 31, 1998         108,772      2,171,482       352,763      2,633,017
  Changes in net assets from liquidating
    activities                                       20,771        345,314        49,330        415,415
  Distributions declared and paid
    to partners                                    (122,021)    (2,436,081)     (395,727)    (2,953,829)
                                               ------------  -------------  ------------   ------------

Assets in liquidation December 31, 1999        $      7,522   $     80,715   $     6,366   $     94,603
                                               ============  =============  ============   ============
</TABLE>



                  The accompanying notes are an integral part
                        of these financial statements.


                                      F-6
<PAGE>

                    PAINEWEBBER PREFERRED YIELD FUND, L.P.
                           STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>

                                                                         1998           1997
                                                                     ------------   ------------
<S>                                                                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                           $  1,315,762   $  2,072,522
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
  Depreciation                                                          1,536,058      6,151,920
  Provision for losses on equipment                                       566,670      1,000,000
  Gain on sale of equipment                                            (1,236,378)      (461,994)
Change in assets and liabilities:
  Decrease (Increase) in rents and other receivables                         (567)       222,148
  Decrease in other assets                                                  9,688              -
  (Decrease) increase in accounts payable and accrued liabilities        (567,820)       928,851
  (Decrease) increase in payables to affiliates                           (16,707)      (509,744)
  Decrease in interest payable                                             (1,517)        (5,289)
  Decrease in deferred rental income and deposits                        (246,840)      (483,751)
  Decrease in prepaid rent                                             (6,072,331)    (1,731,189)
                                                                     ------------   ------------
  Net cash (used in) provided by operating activities                  (4,713,982)     7,183,474
                                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Recovery of investment in direct financing leases                        30,109      1,281,404
  Proceeds from sale of equipment including direct
     financing leases                                                   6,701,385     19,962,866
  Purchases of equipment on operating leases                                    -         (3,929)
                                                                     ------------   ------------
  Net cash provided by investing activities                             6,731,494     21,240,341
                                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of discounted lease rentals                                  (554,166)    (1,279,140)
  Cash distributions paid to partners                                 (17,871,291)   (10,417,774)
                                                                     ------------   ------------
  Net cash used in financing activities                               (18,425,457)   (11,696,914)
                                                                     ------------   ------------

NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                                         (16,407,945)    16,726,901
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF YEAR                                                              19,606,352      2,879,451
                                                                     ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                             $  3,198,407   $ 19,606,352
                                                                     ============   ============

Supplemental schedule of cash flow information:
Interest paid                                                        $    502,247   $    814,907
                                                                     ============   ============

NON-CASH TRANSACTIONS
  Distribution to partners accrued but not paid                      $          -   $ 16,486,153
                                                                     ============   ============
  Equipment subject to operating leases converted to direct
     financing leases at renewal                                     $          -   $     87,769
                                                                     ============   ============
  Prepaid rent applied in equipment sales                            $  5,146,636   $    728,405
                                                                     ============   ============

</TABLE>
                  The accompanying notes are an integral part
                        of these financial statements.


                                      F-7
<PAGE>

                    PAINEWEBBER PREFERRED YIELD FUND, L.P.
                         NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

   Basis of Presentation
   ---------------------

   PaineWebber Preferred Yield Fund, L.P. (the "Partnership"), a Delaware
   limited Partnership, maintained its accounting records and prepared financial
   statements on the accrual basis of accounting. The General Partners approved
   a plan of liquidation in 1998 and commenced liquidation as of December 31,
   1998. Accordingly, the Partnership has changed its basis of accounting from
   the going-concern to the liquidation basis effective December 31, 1998. The
   liquidation basis of accounting presents assets at the amounts expected to be
   realized in liquidation and liabilities at amounts expected to be paid to
   creditors. The preparation of financial statements in conformity with
   generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the dates
   of the financial statements and the reported amounts of revenues and expenses
   during the reporting periods. The most significant estimates by management
   for the years prior to 1998 relate to the allowance for losses and estimated
   residual or salvage values. The liquidating value of assets and liabilities
   in liquidation are based upon management's best estimates of their
   liquidation value at December 31, 1999 and 1998. The Managing General Partner
   has sold the remaining equipment during 1999, therefore concluding the
   operations for the Partnership.

   Risks and Uncertainties
   -----------------------

   As discussed in Note 7, the Partnership has sold all of its fixed assets
   prior to December 31, 1999. No material net realizable value adjustments to
   accounts in the financial statements were deemed necessary after adoption of
   the liquidation basis of accounting by the General Partner.

   Cash and Cash Equivalents
   -------------------------

   The Partnership invests working capital and cash flow from operations prior
   to its distribution to the partners in short-term highly liquid investments.
   These investments are recorded at cost which approximates fair market value.
   For purposes of the statement of net assets in liquidation and the statements
   of cash flows, the Partnership considers all highly liquid investments
   purchased with an original maturity of three months or less to be cash
   equivalents.



                                      F-8
<PAGE>

1. SIGNIFICANT ACCOUNTING POLICIES, continued

   Equipment on Operating Leases
   -----------------------------

   Prior to the adoption of the liquidation basis of accounting, rentals from
   operating leases were recognized on a straight-line basis over the term of
   the lease. Equipment on operating leases was stated at cost, including the
   acquisition fees paid to the Managing General Partner, less accumulated
   depreciation. Depreciation was calculated on a straight-line basis over the
   lease terms, ranging from two to seven years, to an amount equal to the
   equipment's estimated fair market value at the lease termination date. In
   estimating such values, independent appraisals and other circumstances
   regarding the equipment and the lessee were considered. Thereafter, residual
   estimates were re-evaluated each quarter. Impairment losses were recognized
   when expected future cash flows were less than the assets' carrying value.
   Accordingly, when indicators of impairment were present, the Partnership
   evaluated the carrying value of property, plant and equipment and intangibles
   in relation to the operating performance and future undiscounted cash flows
   of the underlying business. In that event, the Partnership adjusted the net
   book value of the underlying assets by the difference between the sum of
   expected future discounted cash flows and book value.

   Non-recourse Discounting of Rentals
   -----------------------------------

   The Partnership assigned the rentals from leases to financial institutions at
   fixed interest rates on a non-recourse basis. In return for such future lease
   payments, the Partnership received the discounted value of the rental
   payments in cash. The notes were collateralized by the lease, the related
   lease payments and the underlying equipment. Cash proceeds from such
   financings were recorded on the balance sheet as discounted lease rentals. As
   lessees made payments to the financial institutions, interest expense was
   recorded and the outstanding balance of discounted lease rentals was reduced.

   Disposition of Equipment
   ------------------------

   When equipment is sold or disposed of, the asset and related accumulated
   depreciation and write down for loss, if any, are removed from the accounts
   and a gain or loss is recognized.

   Deferred Rental Income
   ----------------------

   Lease revenues received but not yet earned were deferred and recognized as
   income when earned.

   Income Taxes
   ------------

   No provision for income taxes was made in the financial statements since
   taxes on Partnership income are the responsibility of the individual partners
   rather than the Partnership.



                                      F-9
<PAGE>

1. SIGNIFICANT ACCOUNTING POLICIES, continued

   Net Income Per Unit of Class A Limited Partner Interest
   -------------------------------------------------------

   The net assets in liquidation per weighted average Class A Unit and the net
   income per Unit of Class A Limited Partner Interest was computed by dividing
   the net income or net assets in liquidation allocated to the Class A Limited
   Partners by the weighted average number of Units of Class A Limited Partner
   Interest outstanding during the period.

   Accrued Liquidation Expenses
   ----------------------------

   Liquidation expenses are estimates comprised primarily of liabilities
   associated with sales and property tax audits, financial statement audit and
   tax return preparation for 1999, investor record maintenance, and expenses
   reimbursable to the General Partner.


2. ORGANIZATION OF THE PARTNERSHIP

   The Partnership was formed on December 18, 1989 for the purpose of acquiring
   and leasing equipment. The Partnership acquired a portfolio of equipment
   subject to triple net leases (e.g. repairs, insurance and taxes are paid by
   the lessees) with unaffiliated third parties.

   The Managing General Partner of the Partnership is CAI Equipment Leasing II
   Corp., a wholly-owned subsidiary of Capital Associates, Inc., and the
   Administrative General Partner is General Equipment

   Management, Inc., a wholly-owned subsidiary of Paine Webber Group Inc. (The
   Managing General Partner and the Administrative General Partner are
   hereinafter collectively referred to as the "General Partners").  Capital
   Associates International, Inc. ("CAII"), an affiliate of the Managing General
   Partner, is the Class B Limited Partner. The Class B Limited Partner
   contributed equipment to the Partnership having a fair market value equal to
   12.5% of the aggregate acquisition value of the equipment purchased with the
   offering proceeds received from the sale of the Units of Class A Limited
   Partner Interest ("Units") and the equipment contributed by the Class B
   Limited Partner. The Class B Limited Partner satisfied its contribution
   obligation during 1992.

   On March 12, 1990, the General Partners each contributed $100 to the capital
   of the Partnership. Between May 21, 1990 and April 19, 1991, 142,128 Units
   were sold at a price of $500 per Unit. Nine closings were held pursuant to
   which the Partnership received $71,064,000 of gross offering proceeds. The
   Partnership incurred $8,952,640 of commissions and other offering expenses in
   connection with the sale of these Units, thus receiving $62,111,360 of net
   offering proceeds.

   The Partnership commenced operations on June 22, 1990 and acquired a total of
   $140,473,626 of leased equipment over the life of the Partnership.

   During 1997 and 1998, the Partnership sold a substantial portion of its
   assets, and all remaining equipment was sold during 1999. A final
   distribution was declared to the partners in accordance with the liquidation
   provisions in the Partnership Agreement in June 1999. It is the intent of the
   General Partner to collect the remaining receivables and settle all
   liabilities during 2000. Excess cash remaining after settlement of
   liabilities, if any, will be distributed to the Partners in accordance with
   the Partnership Agreement. The Partnership was legally dissolved on December
   31, 1999.



                                     F-10
<PAGE>

3. PARTNERSHIP ALLOCATIONS

   Cash Distributions

   Cash distributions, which are based upon the results of operations and cash
   generated from operations other than liquidating distributions, are
   distributed 5% to the General Partners and 95% to the Class A Limited
   Partners and the Class B Limited Partner (collectively, the "Limited
   Partners").

   In 1997, the Partnership sold a substantial portion of its portfolio, thereby
   triggering an event of dissolution as defined in the Partnership Agreement.
   As a result, the fourth quarter 1997, the first quarter 1998 and the third
   quarter 1999 distribution, and all future distributions, were based on the
   respective partners' capital accounts after all allocations of profits and
   losses, as provided for in the Partnership Agreement.

   Profits and Losses

   Profits (not including the special allocations discussed below) were first
   allocated to offset prior year losses, if any. Remaining profits were then
   allocated among the partners in the same manner that cash distributions were
   allocated, or would be allocated (as set forth above) if cash distributions
   were equal to the allocable profits.

   Losses (not including the special allocations discussed below) were first
   allocated to offset prior year profits and then 1% to the General Partners
   and 99% to the Limited Partners. The 99% allocated to the Limited Partners
   was shared 87.5% for the Class A Limited Partners and 12.5% for the Class B
   Limited Partner.

   There are several special allocation provisions included in the Partnership
   Agreement of which the two most significant are as follows: First,
   commissions and expenses paid in connection with the sale of Units were
   allocated 1% to the General Partners and 99% to the Limited Partners. The 99%
   allocated to the Limited Partners was shared 87.5% for the Class A Limited
   Partners and 12.5% for the Class B Limited Partner. Second, depreciation with
   respect to the equipment and any losses resulting from the sale of equipment
   was allocated 1% to the General Partners and 99% to the Limited Partners,
   until the cumulative amount of depreciation and losses so allocated to the
   Limited Partners equaled their aggregate capital contributions, net of the
   commissions and other expenses paid in connection with the sale of the Units.
   The 99% allocated to the Limited Partners was shared by the Class A Limited
   Partners and the Class B Partner in proportion to their respective net
   capital contributions. The General Partners were also specially allocated
   items of income to offset their 1% allocation of these two items.

5. RENTS AND OTHER RECEIVABLES, NET

   Rents and other receivables, net consists primarily of rents and property
   taxes that had been billed and were due, but have not been collected, and
   accrued interest receivable.



                                     F-11
<PAGE>

6.  EQUIPMENT ON OPERATING LEASES, NET

    The following schedule provides an analysis of the Partnership's investment
    in equipment on operating leases as of December 31, 1998:
                                                                      1998
                                                                      ----

    General equipment, at estimated liquidation value in 1998    $  1,567,365
                                                                 ============

    As discussed above, the Partnership has performed ongoing assessments of
    recorded equipment residual values based on actual sales of similar
    equipment and other evaluations of estimated future equipment values and
    provides for writedowns when the value of the equipment has been impaired on
    an other than temporary basis. Based upon managements assessments as noted
    above, the Partnership recorded writedowns totaling $566,670 in the 1998
    Period. In the 1997 Period, the Partnership provided writedowns aggregating
    $1,000,000.

    Sale of Prepaid Leases

    Effective September 30, 1998, the Partnership sold the title and its
    interest in certain equipment to an unaffiliated third party (Buyer). The
    lease rentals had previously been discounted for cash and were recorded as
    prepaid rent on the balance sheet. The Buyer assumed the prepaid rent
    obligation of approximately $4,569,000 at September 30, 1998 and paid a
    nominal amount of cash to the Partnership resulting in a net gain of
    approximately $528,000 which is included in Gain on sale of equipment.

7.  DISCOUNTED LEASE RENTALS

    Discounted lease rentals outstanding at December 31, 1998 was $969,404. The
    remaining non-recourse obligation, which carried interest at 10.83%, was
    relieved with the sale of the final lease in the second quarter of 1999.

8.  TRANSACTIONS WITH AFFILIATES

    Acquisition Fee
    ---------------

    The Managing General Partner received a fee equal to (i) 2.25% of the
    purchase price of equipment purchased with gross offering proceeds from the
    sale of Units, and (ii) 3.0% of the purchase price of equipment purchased
    with reinvested Partnership income as compensation for evaluating,
    selecting, negotiating and consummating the acquisition of the equipment.
    There was no acquisition fee payable with respect to the equipment
    contributed by the Class B Limited Partner. No acquisition fees were earned
    during the years ended December 31, 1999, 1998 and 1997. Acquisition fees
    were capitalized in the cost of equipment and depreciated or amortized
    according to lease type.



                                     F-12
<PAGE>

8. TRANSACTIONS WITH AFFILIATES, continued

   Management Fees to General Partners
   -----------------------------------

   The General Partners receive a quarterly fee in an amount equal to 2.0% of
   gross rentals for Full Payout Leases, as defined in the Partnership
   Agreement, and 5.0% of gross rentals for other leases (payable 55% to the
   Managing General Partner and 45% to the Administrative General Partner) as
   compensation for services rendered in connection with the management of the
   equipment. Management fees of $90,097 and $234,851 were earned by the General
   Partners with regard to the rentals earned by the Partnership during 1998 and
   1997, respectively.

   As part of a class action settlement, beginning January 1996, all fees and
   distributions paid to the Administrative General Partner and all future fees
   and distributions paid to the Administrative General Partner were assigned by
   an affiliate to an escrow account for the benefit of class members.

   Disposition Fees
   ----------------

   The Managing General Partner was entitled to receive a subordinated
   disposition fee in an amount equal to the lesser of (i) 50% of the fee that
   would be charged by an unaffiliated party, or (ii) 3% of the gross contract
   price relating to each sale of equipment as compensation for negotiating and
   consummating sales of equipment. At December 31, 1996, the Partnership
   reversed previously accrued subordinated disposition fees of $422,828
   recorded in prior years because the Managing General Partner concluded that
   it is no longer probable that these subordinated disposition fees would be
   paid.

   Accountable General and Administrative Expenses
   -----------------------------------------------

   The General Partners are entitled to reimbursement of certain expenses, up to
   $25,000 per year, paid on behalf of the Partnership which are incurred in
   connection with the administration and management of the Partnership. The
   Managing General Partner, billed, for administrative services, $25,000 for
   the year ended December 31, 1998. However, upon the adoption of the plan of
   liquidation, administrative expenses were accrued at December 31, 1998 for
   the year ended December 31, 1999 in expectation of the expenses incurred in
   connection with the liquidation of the Partnership. No further reimbursements
   to the General Partner are expected.



                                     F-13
<PAGE>

9.   RECONCILIATION TO INCOME TAX METHOD OF ACCOUNTING

     The following is a reconciliation of the net income as shown in the
     accompanying financial statements to the taxable income reported for
     federal income tax purposes:
<TABLE>
<CAPTION>

                                                            1999         1998           1997
                                                         ---------    -----------   -----------
<S>                                                      <C>         <C>            <C>
     Changes in net assets and
       net income per financial statements               $ 415,415    $ 1,315,762   $ 2,072,522
     Increase (decrease) resulting from:
       Depreciation                                       (109,895)        92,153      (491,034)
       Direct finance leases                                     -        (13,422)      929,406
       Provisions for losses on equipment                        -        566,670     1,000,000
       (Loss) gain on sale of equipment                    388,559     (1,759,946)    5,859,007
       Prepaid rent                                       (139,000)    (1,173,420)   (2,885,416)
       Liquidation expenses                                      -       (341,750)
       Other                                               263,005        137,347       (78,167)
                                                         ---------    -----------   -----------
     Taxable (loss) income per federal income tax
       return                                            $ 818,084    $(1,176,606)  $ 6,406,318
                                                         =========    ===========   ===========
</TABLE>

     The following is a reconciliation of the amount of the Partnership's net
     equity as shown in the accompanying financial statements to the tax bases
     of the Partnership's net assets:
<TABLE>
<CAPTION>

                                                         1999        1998           1997
                                                       --------  -------------  -------------
<S>                                                    <C>       <C>            <C>

     Net assets per financial statements                $94,603   $ 2,633,017    $ 3,044,144
     Increase (decrease) resulting from:
       Commission and expenses paid in connection
       with the sale of Class A limited partner units         -     8,952,640      8,952,640
       Distributions payable to partners                      -             -     16,485,153
       Direct finance lease income and other                  -             -        119,165
       Deferred rental income and deposits                    -             -            153
       Writedowns                                             -             -        586,599
       Accumulated depreciation                               -      (541,674)    (5,029,304)
       Prepaid rent/payables                                  -       139,000      6,072,331
                                                        -------   -----------    -----------
     Tax bases of net assets                            $94,603   $11,182,983    $30,230,881
                                                        =======   ===========    ===========
</TABLE>

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
     requires disclosure of fair value of certain financial instruments, whether
     or not reported in the balance sheet. Where quoted market prices are
     unavailable, the values are based on estimates using present value or other
     valuation techniques. The results are significantly affected by the
     assumptions used including the discount rate and estimates of future cash
     flows. In addition, because SFAS No. 107 excludes certain assets such as
     leased equipment owned by the Partnership, the aggregate fair value amounts
     discussed below do not purport to represent and should not be considered
     representative of the underlying market value of the Partnership.


                                     F-14
<PAGE>

10.  FAIR VALUE OF FINANCIAL INSTRUMENTS

     The methods and assumptions used to estimate the fair value of each class
     of the financial instruments are described below.

     Cash equivalents and rents and other receivables. Accounts payable and
     accrued expenses, payable to affiliates, and accrued interest payable. For
     these balances, carrying value approximates fair value due to their short-
     term nature.

     Discounted lease rentals. For discounted lease rentals, carrying value
     approximates fair value based upon the current rate offered for a note of
     similar maturity.


                                     F-15
<PAGE>

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

There were no changes in accountants or disagreements with accountants with
respect to accounting or financial disclosure issues during 1999 or 1998.

                                   PART III

Item 10.  Directors and Executive Officers of the Registrant

The Partnership has no officers and directors. The General Partners jointly
manage and control the affairs of the Partnership and have general
responsibility and authority in all matters affecting its business. Information
concerning the directors and executive officers of the General Partners is as
follows:

                        CAI Equipment Leasing II Corp.
                        ------------------------------

       Name                                         Positions Held
  --------------------                              ---------------

  John F. Olmstead                                  President and Director

  Richard H. Abernethy                              Vice President and Director

  Joe Bukofski                                      Vice President and Director

  Mick Myers                                        Director


John F. Olmstead, age 56, joined CAII as Vice President in December, 1988, is a
Senior Vice President of CAI and CAII and is head of CAII's Public Equity
division.  He has served as Chairman of the Board for Neo-kam Industries, Inc.,
Matchless Metal Polish Company, Inc. and ACL, Inc. for more than 5 years.  He
has over 20 years of experience holding various positions of responsibility in
the leasing industry.  Mr. Olmstead holds a Bachelor of Science degree from
Indiana University and a Juris Doctorate degree from Indiana Law School.

Richard H. Abernethy, age 46, joined CAII in April 1992 as Equipment Valuation
Manager and currently serves as Vice President of Portfolio Management.  Mr.
Abernethy has fourteen years experience in the leasing industry, including prior
positions with Barclays Leasing Inc., from November 1986 to February 1992, and
Budd Leasing Corporation, from January 1981 to November 1986.  Mr. Abernethy
holds a Bachelor of Arts in Business Administration from the University of North
Carolina at Charlotte.



                                      26
<PAGE>

Item 10.  Directors and Executive Officers of the Registrant, continued

Joseph F. Bukofski, age 44, joined CAII in June 1990 as a Financial Analyst.
Mr. Bukofski is currently the Vice President and Treasurer.  Prior to becoming
Treasurer, Mr. Bukofski was Assistant Vice President and Controller.  Prior to
joining the Company, he was a geologist with Barringer Geoservices, Inc. for
eleven years.  Mr. Bukofski holds a Bachelor of Science degree in Secondary
Education - Earth Science from Bloomsburg University and a Masters of Science in
Accounting from the University of Colorado.

Mick Myers, age 42, joined CAI in February 1992 as a Senior Portfolio Manager.
Currently he is Assistant Vice President of Asset Management.  Mr. Myers has
nine years experience in the leasing industry. Previously, he has held the
position of Senior End of Lease Negotiator with ELLCO/GE Capital.  Mr. Myers
holds a Bachelor of Science degree from the University of Wyoming.

                      General Equipment Management, Inc.
                      ----------------------------------

        Name                                       Positions Held
  --------------------              -------------------------------------------

  Stephen R. Dyer                   President and Director

  Carmine Fusco                     Vice President, Secretary, Treasurer, Chief
                                    Financial and Accounting Officer

  Clifford B. Wattley               Vice President, Assistant Secretary and
                                    Director


Stephen R. Dyer, age 40, is President and a Director of the Administrative
General Partner. He joined PaineWebber Incorporated in June 1988 as a Divisional
Vice President and is currently a Senior Vice President and Director of Private
Investments. Prior to joining PaineWebber Incorporated, Mr. Dyer had been
employed, since June 1987, as an Assistant Vice President in the Retail National
Products Group of L.F. Rothschild & Co. Incorporated. Prior to joining L.F.
Rothschild, he was employed, beginning in January 1985, as an Associate in the
Real Estate Department of Thomson McKinnon Securities Inc.  From July 1981 to
August 1983, Mr. Dyer was on the audit staff of the accounting firm of Arthur
Young & Company. He received his Bachelor of Science degree in Accounting in
1981 from Boston College and a Masters of Business Administration from Indiana
University in December 1984. Mr. Dyer is a Certified Public Accountant.

Carmine Fusco, age 31, is Vice President, Secretary, Treasurer and Chief
Financial and Accounting Officer of the Administrative General Partner, he also
serves as an Assistant Vice President within the Private Investments Department
of PaineWebber Incorporated. Mr. Fusco had previously been employed as a
Financial Valuation Consultant in the Business Valuation Group of Deloitte &
Touche, LLP from January 1997 to August 1998. He was employed as a Commodity
Fund Analyst in the Managed Futures Department of Dean Witter Reynolds
Incorporated, from October 1994 to November 1995. Prior to joining Dean Witter,
Mr. Fusco was a Mutual Fund Accountant with the Bank of New York Company
Incorporated. He received his Bachelor of Science degree in Accounting and
Finance in May 1991 from Rider University and a Master of Business
Administration from Seton Hall University in June 1996.



                                      27
<PAGE>

Item 10.  Directors and Executive Officers of the Registrant, continued

Clifford B. Wattley, age 50, is a Vice President, Assistant Secretary and a
Director of the Administrative General Partner. Mr. Wattley is a Corporate Vice
President with PaineWebber Incorporated, having joined the firm in 1986. He also
was employed previously by Paine, Webber, Jackson & Curtis from 1979 to 1980.
From 1986 to 1992, Mr. Wattley participated in PaineWebber's Principal
Transactions Group. From 1992, Mr. Wattley has been a member of the Private
Investment Department. He holds a Bachelor of Science degree in engineering from
Columbia University and a Masters in Business Administration from Harvard
University.


Item 11.  Executive Compensation

No compensation was paid by the Partnership to the officers and directors of the
General Partners. See Item 13 of this Report, "Certain Relationships and Related
Transactions", which is incorporated herein by reference, for a description of
the compensation and fees paid to the General Partners and their affiliates by
the Partnership during 1999.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a) As of the date hereof, no person is known by the Partnership to be the
    beneficial owner of more than 5% of the Units of the Partnership. The
    Partnership has no directors or officers, and neither the General Partners
    nor the Class B Limited Partner of the Partnership own any Units. ATL, Inc.
    an affiliate of the Administrative General Partner, owns 1,551 Units
    purchased pursuant to legal settlements with certain partnerships.

    CAII, an affiliate of the Managing General Partner, owns 100% of the
    Partnership's Class B Units.

    The names and addresses of the General Partners and the Class B Limited
    Partner are as follows:

    Managing General Partner:

    CAI Equipment Leasing II Corp.
    7175 W. Jefferson Avenue, Suite 4000
    Lakewood, CO 80235

    Administrative General Partner:

    General Equipment Management, Inc.
    1200 Harbor Boulevard, 5th Floor
    Weehawken, NJ 07087

    Class B Limited Partner:

    Capital Associates International, Inc.
    7175 W. Jefferson Avenue, Suite 4000
    Lakewood, CO 80235

(b) No directors or officers of the Managing General Partner, the Administrative
    General Partner or the Class B Limited Partner owned any Units as of March
    1, 2000.



                                      28
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(c)  The Partnership knows of no arrangements, the operation of the terms of
     which may at a subsequent date result in a change in control of the
     Partnership.

Item 13.  Certain Relationships and Related Transactions

The General Partners and their affiliates have received or will receive certain
types of compensation, fees, or other distributions in connection with the
operations of the Partnership. The fees and compensation were determined in
accordance with the applicable provisions of the Partnership Agreement.

Following is a summary of the amounts paid or payable to the General Partners
and their affiliates during 1999.

Management Fees
---------------

The General Partners receive a quarterly fee in an amount equal to 2.0% of gross
rentals for Full Payout Leases as defined and 5.0% of gross rentals for other
leases (payable 55% to the Managing General Partner and 45% to the
Administrative General Partner) as compensation for services rendered in
connection with the management of the equipment. Management fees of $90,097 and
$0 were earned by the General Partners with regard to the rentals earned by the
Partnership during 1998 and 1999.

As part of the class action settlement, beginning January 1996, all fees and
distributions paid to the Administrative General Partner and all future fees and
distributions paid to the Administrative General Partner have been assigned by
an affiliate to an escrow account for the benefit of class members.

Accountable General and Administrative Expenses
-----------------------------------------------

The Managing General Partner is entitled to reimbursement of certain expenses,
up to $25,000 per year, paid on behalf of the Partnership which are incurred in
connection with the administration and management of the Partnership. The
Managing General Partner billed $25,000 and $0for administrative services during
1998 and 1999.  Upon the adoption of the plan of liquidation, administrative
expenses were accrued at December 31, 1998 for 1999 in expectation of the
expenses incurred in connection with the liquidation of the Partnership.  No
further reimbursements to the General Partner are expected.


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)  and (d) The following documents are filed as part of this Report:

       1. Financial Statements: (Incorporated by reference to Item 8 of this
          Report, "Financial Statements and Supplementary Data").

(b)  The Partnership did not file any reports on Form 8-K during the quarter
     ended December 31, 1999.

(c)  Exhibits required to be filed.



                                      29
<PAGE>

     Exhibit No.              Description

       4.1          Amended and Restated Agreement of Limited Partnership of
                    PaineWebber Preferred Yield Fund, L.P. dated June 22, 1990.
                    Filed as Exhibit 4.1 to the Registrant's Quarterly Report on
                    Form 10-Q for the quarter ended June 30, 1990.(1,2)

       4.2          Amendment No. 7 to the Amended and Restated Agreement of
                    Limited Partnership of PaineWebber Preferred Yield Fund,
                    L.P., dated February 7, 1991. Filed as Exhibit 4.2 to the
                    Registrant's Annual Report on Form 10-K for the year ended
                    December 31, 1990.*

       4.3          Amendment No. 8 to the Amended and Restated Agreement of
                    Limited Partnership of PaineWebber Preferred Yield Fund
                    L.P., dated August 31, 1992. Filed as Exhibit 4(d) to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended September 30, 1992.*

       4.4          Amendment No. 11 to the Amended and Restated Agreement of
                    Limited Partnership of PaineWebber Preferred Yield Fund,
                    L.P., dated April 30, 1993. Filed as Exhibit 4.4 to the
                    Registrant's Quarterly Report on Form 10-Q for the quarter
                    ended June 30, 1993.*

       10.          Net Worth Maintenance Agreement, dated March 1, 1990, by and
                    among Capital Associates, Inc., CAI Equipment Leasing II
                    Corp. and the Registrant. Filed as Exhibit 10(c) to
                    Amendment No. 2 to the Registrant's Registration Statement
                    on Form S-1 (Commission File No. 33-33025) on March 16,
                    1990.*

       11           Partnership's policy regarding requests for partner lists.

       27           Financial Data Schedule



                                      30
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf, thereunto duly authorized.

Date: March 31, 2000               PaineWebber Preferred Yield Fund, L.P.
                                   By:   General Equipment Management, Inc.
                                         Administrative General Partner

                                   By:   /s/Stephen R. Dyer
                                         ---------------------------------
                                         Stephen R. Dyer
                                         President and Director

                                   By:   General Equipment Management, Inc.
                                         Administrative General Partner

                                   By:   /s/Carmine Fusco
                                         ---------------------------------
                                         Carmine Fusco
                                         Vice President, Secretary, Treasurer,
                                         Chief Financial and Accounting Officer

                                   By:   CAI Equipment Leasing II Corp.
                                         Managing General Partner

                                   By:   /s/John F. Olmstead
                                         ---------------------------------
                                         John F. Olmstead
                                         President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on April 15, 1999.

Signature                                Title
---------                                -----

/s/John F. Olmstead                President and Director of CAI
--------------------------
Equipment Leasing II Corp.
John F. Olmstead


/s/Richard H. Abernethy            Vice President and Director of CAI
--------------------------         Equipment Leasing II Corp.
Richard H. Abernethy


/s/Stephen R. Dyer                 President and Director of General
--------------------------         Equipment Management, Inc.
Stephen R. Dyer


/s/Carmine Fusco                   Vice President, Secretary,
--------------------------         Treasurer, Chief Financial and
Carmine Fusco                      Accounting Officer


/s/Clifford B. Wattley             Vice President, Assistant
--------------------------         Secretary, and Director of General
Clifford B. Wattley                Equipment Management, Inc.




                                      31
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf, thereunto duly authorized.

Date: March 31, 2000                PaineWebber Preferred Yield Fund, L.P.
                                    By:   General Equipment Management, Inc.
                                          Administrative General Partner

                                    By:
                                          _______________________________
                                          Stephen R. Dyer
                                          President and Director

                                    By:
                                          _______________________________
                                          Carmine Fusco
                                          Vice President, Secretary, Treasurer,
                                          Chief Financial and Accounting Officer

                                    By:   CAI Equipment Leasing II Corp.
                                          Managing General Partner

                                    By:
                                          _______________________________
                                          John F. Olmstead
                                          President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on April 15, 1999.

Signature                                Title
---------                                -----

______________________              President and Director of CAI Equipment
John F. Olmstead                    Leasing II Corp.


______________________              Vice President and Director of CAI
Richard H. Abernethy                Equipment Leasing II Corp.


______________________              President and Director of General Equipment
Stephen R. Dyer                     Management, Inc.


______________________              Vice President, Secretary, Treasurer, Chief
Carmine Fusco                       Financial and Accounting Officer


______________________              Vice President, Assistant Secretary, and
Clifford B. Wattley                 Director of General Equipment Management,
                                    Inc.



                                      32