AMERICAN LEASING INVESTORS VIII-B L P
10-Q, 1996-08-14
COMPUTER RENTAL & LEASING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended June 30, 1996

                         Commission file number 0-15801

                     AMERICAN LEASING INVESTORS VIII-B, L.P.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                                  13-3275939
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                   411 West Putnam Avenue, Greenwich, CT 06830
                    (Address of principal executive offices)

                                 (203) 862-7000
              (Registrant's telephone number, including area code)

                                      None
              (Former name, former address and former fiscal year,
                          if changed since last report)


Indicate by check 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 [   ]

<PAGE>
                     AMERICAN LEASING INVESTORS VIII-B, L.P.

                            FORM 10-Q - JUNE 30, 1996





                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

         BALANCE SHEETS - June 30, 1996 and December 31, 1995 


         STATEMENTS OF OPERATIONS - For the three months ended June 30, 1996 and
              1995 and the six months ended June 30, 1996 and 1995


         STATEMENT OF PARTNERS' EQUITY - For the six months ended June 30, 1996


         STATEMENTS OF CASH FLOWS - For the six months  ended June 30,  1996 and
              1995


         NOTES TO FINANCIAL STATEMENTS 

      ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS 


PART II - OTHER INFORMATION

      ITEM 1 - LEGAL PROCEEDINGS

      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES 
<PAGE>
 PART I - FINANCIAL INFORMATION

 ITEM 1 - FINANCIAL STATEMENTS


                                         AMERICAN LEASING INVESTORS VIII-B, L.P.

                                                     BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              June 30,               December 31,
                                                                                                1996                     1995
                                                                                            -----------              -----------
<S>                                                                                         <C>                      <C>    

     Leased equipment - net of accumulated depreciation ........................            $ 3,446,540              $ 3,731,584
        of $5,246,909 and $4,961,865
     Cash and cash equivalents .................................................                217,793                  302,679
     Accounts receivable .......................................................                 24,871                     --
     Other receivables and prepaid expenses ....................................                  1,195                    1,834
                                                                                            -----------              -----------
                                                                                            $ 3,690,399              $ 4,036,097
                                                                                            ===========              ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities

     Notes payable .............................................................            $   404,560              $   791,382
     Accounts payable and accrued expenses .....................................                 47,552                   69,035
     Deferred income ...........................................................                 49,800                   49,800
     Due to affiliates .........................................................                  4,025                    5,746
     Accrued interest payable ..................................................                    910                    1,781
     Distributions payable .....................................................                   --                     41,297
                                                                                            -----------              -----------
            Total liabilities ..................................................                506,847                  959,041
                                                                                            -----------              -----------

Commitments and contingencies

Partners' equity
     Limited partners' equity (20,442 units issued
        and outstanding) .......................................................              3,252,937                3,147,506
     General partners' deficit .................................................                (69,385)                 (70,450)
                                                                                            -----------              -----------
        Total partners' equity .................................................              3,183,552                3,077,056
                                                                                            -----------              -----------
                                                                                            $ 3,690,399              $ 4,036,097
                                                                                            ===========              ===========
</TABLE>
See notes to financial statements.
<PAGE>


                                         AMERICAN LEASING INVESTORS VIII-B, L.P.

                                                 STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      For the three months ended           For the six months ended
                                                                               June 30,                            June 30,
                                                                      --------------------------          -------------------------
                                                                        1996              1995              1996              1995
                                                                      --------          --------          --------          --------
<S>                                                                   <C>               <C>               <C>               <C>  
     Rental ................................................          $229,079          $226,143          $458,158          $452,287
     Other, principally interest ...........................             2,691             7,003             6,191            14,828
                                                                      --------          --------          --------          --------
                                                                       231,770           233,146           464,349           467,115
                                                                      --------          --------          --------          --------

Costs and expenses
     Depreciation ..........................................           142,521           142,522           285,044           285,044
     General and administrative ............................            12,893            27,306            35,569            55,707
     Interest ..............................................            11,603            28,414            27,552            60,801
     Fees to affiliates ....................................             4,581             4,523             9,163             9,046
     Operating .............................................               239               890               525             1,306
                                                                      --------          --------          --------          --------
                                                                       171,837           203,655           357,853           411,904
                                                                      --------          --------          --------          --------
Net income .................................................          $ 59,933          $ 29,491          $106,496          $ 55,211
                                                                      ========          ========          ========          ========

Net income attributable to
     Limited partners ......................................          $ 59,334          $ 29,196          $105,431          $ 54,659
     General partners ......................................               599               295             1,065               552
                                                                      --------          --------          --------          --------
                                                                      $ 59,933          $ 29,491          $106,496          $ 55,211
                                                                      ========          ========          ========          ========

Net income per unit of limited partnership
     interest (20,442 units outstanding) ...................          $   2.90          $   1.43          $   5.16          $   2.67
                                                                      ========          ========          ========          ========

</TABLE>
See notes to financial statements.
<PAGE>
                                                            
                                         AMERICAN LEASING INVESTORS VIII-B, L.P.

                                              STATEMENT OF PARTNERS' EQUITY

<TABLE>
<CAPTION>
                                                                           Limited                 General                  Total
                                                                          Partners'               Partners'                Partners'
                                                                           Equity                  Deficit                  Equity
                                                                         ----------              ----------               ----------
<S>                                                                      <C>                     <C>                      <C>
Balance, January 1, 1996 ..................................              $3,147,506              $  (70,450)              $3,077,056

Net income for the six months
     ended June 30, 1996 ..................................                 105,431                   1,065                  106,496
                                                                         ----------              ----------               ----------

Balance, June 30, 1996 ....................................              $3,252,937              $  (69,385)              $3,183,552
                                                                         ==========              ==========               ==========
</TABLE>
See notes to financial statements.
<PAGE>


                                         AMERICAN LEASING INVESTORS VIII-B, L.P.

                                                STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 For the six months ended
                                                                                                         June 30,
                                                                                            ---------------------------------
                                                                                               1996                    1995
                                                                                            ---------               ---------
<S>                                                                                         <C>                     <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income ................................................................            $ 106,496               $  55,211
     Adjustments to reconcile net income to net
        cash provided by operating activities
            Depreciation .......................................................              285,044                 285,044
     Changes in assets and liabilities
        Accounts receivable ....................................................              (24,871)                    408
        Other receivables and prepaid expenses .................................                  639                     672
        Accounts payable and accrued expenses ..................................              (21,483)                (15,703)
        Deferred income ........................................................                 --                    52,807
        Due to affiliates ......................................................               (1,721)                    378
        Accrued interest payable ...............................................                 (871)                   --
                                                                                            ---------               ---------
            Net cash provided by operating activities
                                                                                              343,233                 378,817
                                                                                            ---------               ---------

Cash flows from investing activities
     Other non-operating payments ..............................................                 --                      (800)
                                                                                            ---------               ---------

Cash flows from financing activities
     Distributions to partners .................................................              (41,297)               (103,242)
     Principal payments of notes payable .......................................             (386,822)               (411,063)
                                                                                            ---------               ---------
            Net cash used in financing activities ..............................             (428,119)               (514,305)
                                                                                            ---------               ---------

Net decrease in cash and cash equivalents ......................................              (84,886)               (136,288)

Cash and cash equivalents, beginning of period .................................              302,679                 584,144
                                                                                            ---------               ---------
Cash and cash equivalents, end of period .......................................            $ 217,793               $ 447,856
                                                                                            =========               =========

Supplemental disclosure of cash flow information
     Interest paid .............................................................            $  28,423               $  73,389
                                                                                            =========               =========
</TABLE>
See notes to financial statements.
<PAGE>
                     AMERICAN LEASING INVESTORS VIII-B, L.P.

                          NOTES TO FINANCIAL STATEMENTS

1        INTERIM FINANCIAL INFORMATION

         The summarized  financial  information  contained  herein is unaudited;
         however, in the opinion of management, all adjustments (consisting only
         of normal recurring accruals) necessary for a fair presentation of such
         financial  information have been included.  The accompanying  financial
         statements, footnotes and discussion should be read in conjunction with
         the financial  statements,  related footnotes and discussions contained
         in the  American  Leasing  Investors  VIII-B, L.P. (the  "Partnership")
         annual  report on Form 10-K for the year ended  December 31, 1995.  The
         results of  operations  for the six months  ended June 30, 1996 are not
         necessarily indicative of the results to be expected for the full year.

2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Leased equipment

         The  cost  of  leased  equipment  represents  the  initial  cost of the
         equipment to the Partnership plus miscellaneous acquisition and closing
         costs,  and  is  carried  at  the  lower  of  depreciated  cost  or net
         realizable value.

         Depreciation  is  computed  using  the  straight-line  method  over the
         estimated  useful  lives of such  assets  (15 years for  transportation
         equipment and 10 years for packaging line equipment).

         When  equipment  is  sold  or  otherwise  disposed  of,  the  cost  and
         accumulated  depreciation  (and any  related  allowance  for  equipment
         impairment)  are removed from the accounts and any gain or loss on such
         sale or disposal is reflected in  operations.  Normal  maintenance  and
         repairs are charged to operations as incurred. The Partnership provides
         allowances for equipment  impairment  based upon a quarterly  review of
         all equipment in its portfolio,  when management  believes that,  based
         upon market analysis,  appraisal  reports and leases currently in place
         with respect to specific  equipment,  the  investment in such equipment
         may not be recoverable.

3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The corporate  general  partner of the  Partnership,  ALI Capital Corp.
         (the "Corporate General Partner"),  the managing general partner of the
         Partnership,  ALI Equipment Management Corp.  ("Equipment  Management")
         and Integrated  Resources  Equipment  Group,  Inc.  ("IREG") are wholly
         owned  subsidiaries  of  Presidio  Capital  Corp.   ("Presidio").   CDG
         Associates was the associate general partner of the Partnership through
         February  27,  1995.  On February 28,  1995,  Presidio  Boram Corp.,  a
         subsidiary of Presidio,  became the associate  general  partner.  Other
         limited  partnerships and similar investment  programs have been formed
         by Equipment  Management or its  affiliates to acquire  equipment  and,
         accordingly,  conflicts of interest may arise  between the  Partnership
         and such other limited partnerships. Affiliates of Equipment Management
         have also engaged in businesses  related to the management of equipment
         and the sale of various  types of equipment  and may transact  business
         with the Partnership.
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         Subject  to the  rights  of the  Limited  Partners  under  the  Limited
         Partnership  Agreement,  Presidio will control the Partnership  through
         its direct or  indirect  ownership  of all of the  shares of  Equipment
         Management, the Corporate General Partner and, as of February 28, 1995,
         the  associate  general  partner.   Presidio  is  managed  by  Presidio
         Management Company, LLC ("Presidio  Management"),  a company controlled
         by a director of Presidio.  Presidio  Management is responsible for the
         day-to-day   management  of  Presidio  and,  among  other  things,  has
         authority to designate directors of Equipment Management, the Corporate
         General  Partner  and the  associate  general  partner.  In March 1996,
         Presidio   Management   assigned  its  agreement  for  the   day-to-day
         management of Presidio to Wexford Management LLC ("Wexford").

         Presidio is a liquidating  company.  Although Presidio has no immediate
         plans to do so, it will  ultimately seek to dispose of the interests it
         acquired from Integrated Resources, Inc. through liquidation;  however,
         there can be no  assurance  of the  timing of such  transaction  or the
         effect it may have on the Partnership.

         In March 1995, Presidio elected new directors for Equipment Management.
         Wexford  Management  Corp.,  formerly  Concurrency   Management  Corp.,
         provides management and administrative services to Presidio, its direct
         and indirect  subsidiaries,  as well as to the  Partnership.  Effective
         January 1, 1996,  Wexford  Management  Corp.  assigned its agreement to
         provide  management  and  administrative  services to Presidio  and its
         subsidiaries  to Wexford.  During the six months  ended June 30,  1996,
         reimbursable  expenses  to  Wexford  by  the  Partnership  amounted  to
         $12,241.

         The Partnership has a management agreement with IREG, pursuant to which
         IREG would  receive 5% of annual  gross  rental  revenues on  operating
         leases;  2% of annual gross rental revenues on full payout leases which
         contain net lease  provisions;  and 1% of annual gross rental revenues,
         if services are performed by third parties under the active supervision
         of  IREG,  as  defined  in  the  Limited  Partnership  Agreement.   The
         Partnership incurred equipment management fees of $9,163 and $9,046 for
         the six months ended June 30, 1996 and 1995, respectively.

         During  the  operating  and  sale  stage  of the  Partnership,  IREG is
         entitled to a partnership  management fee equal to 4% of  distributable
         cash from operations,  as defined in the Limited Partnership Agreement,
         subject to increase  after the limited  partners have received  certain
         specified   minimum  returns  on  their   investment.   No  partnership
         management  fees were  incurred  for the six months ended June 30, 1996
         and 1995.

         The general  partners  are  entitled to 1% of  distributable  cash from
         operations  and cash from sales and an  allocation of 1% of taxable net
         income or loss of the Partnership.

         During the  operating  and sale stage of the  Partnership,  IREG may be
         entitled to receive  certain other fees which are  subordinated  to the
         receipt by the limited partners of their original  invested capital and
         certain specified minimum returns on their investment.

         Upon the ultimate liquidation of the Partnership,  the general partners
<PAGE>
3        CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES (continued)

         may  be  required  to  remit  to  the  Partnership   certain   payments
         representing  capital account deficit  restoration based upon a formula
         provided within the Limited  Partnership  Agreement.  Such  restoration
         amount may be less than the recorded general partners'  deficit,  which
         could  result in  distributions  to the  limited  partners of less than
         their recorded equity.

         In April 1995, Equipment Management and certain affiliates entered into
         an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone")
         pursuant  to  which   Fieldstone   performs   certain   management  and
         administrative  services relating to the Partnership as well as certain
         other  partnerships  in which  Equipment  Management  serves as general
         partner.  Substantially  all costs  associated  with the  retention  of
         Fieldstone will be paid by Equipment Management.

4        EQUIPMENT SALE - 1995

         On September 21, 1993, Hawaiian Airlines, Inc. ("Hawaiian"),  filed for
         reorganization  under Chapter 11 of the United States  Bankruptcy Code.
         Hawaiian  had leased two de  Havilland  DHC Dash 7 Series 102  aircraft
         (collectively  the  "Hawaiian  Aircraft"),  owned  by the  Partnership,
         pursuant to two separate leases (the "Hawaiian  Leases").  The Hawaiian
         Aircraft were subject to nonrecourse  financing (the "Hawaiian  Loans")
         provided by an unaffiliated third party lender (the "Hawaiian Lender").

         Hawaiian had suffered significant financial difficulties since at least
         1990, and,  through April 1994 made rental payments that were less than
         the   scheduled   amounts   due,   based  upon  a  series  of  proposed
         restructuring  plans.  Such  reduced  rental  payments  resulted in the
         Hawaiian  loans being in default.  As a result of a variety of factors,
         the  Partnership  believed  that  there  was a limited  market  for the
         Hawaiian Aircraft.  Accordingly, the Partnership had determined that it
         would not make any payments to cure the defaults on the Hawaiian Loans.

         Hawaiian  emerged  from  bankruptcy  on  September  12,  1994,  and  on
         September 28, 1994, it returned the Hawaiian  Aircraft,  which had been
         retired from  Hawaiian's  fleet since April 18,  1994,  to a designated
         agent of the Hawaiian Lender.  In September 1994, the Hawaiian Aircraft
         were  placed  into  storage  in  California  at the  Hawaiian  Lender's
         expense.

         On August 3, 1995,  the  Hawaiian  Lender  foreclosed  on the  Hawaiian
         Aircraft and held an auction to offer the  Hawaiian  Aircraft for sale.
         As a result of the  limited  market and  significant  competition  with
         respect to the Hawaiian Aircraft,  the Hawaiian Lender was unsuccessful
         in  its  attempts  to  liquidate  its  security   interest   through  a
         foreclosure  sale. The Partnership no longer retains an interest in the
         Hawaiian  Aircraft and in August 1995, the Partnership  removed the net
         carrying value of the Hawaiian Aircraft of approximately $2,292,000 and
         the  related   nonrecourse   notes  and  accrued  interest  payable  of
         approximately $2,991,000, from its respective accounts.

         Both the  Partnership  and the Hawaiian Lender filed proofs of claim in
         the  Hawaiian   bankruptcy  case.  Because  the  Partnership's   claims
         duplicated  those of the Hawaiian Lender (since the Hawaiian Leases and
<PAGE>
         all  amounts  thereunder  were  assigned  to  the  Hawaiian  Lender  as
         collateral for the Hawaiian Loans), the Partnership withdrew its claims
         and the Hawaiian Lender assumed the  responsibility of pursuing its own
         claims against Hawaiian.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Liquidity and Capital Resources

         As of  June  30,  1996,  the  Partnership  had  operating  reserves  of
         approximately  $191,000 which was comprised of undistributed  cash from
         operations  and sales of  approximately  $89,000 as well as the general
         working capital reserve of $102,200.

         The Partnership's  remaining revenue  generating assets are one British
         Aerospace Hawker Siddeley 125-800A aircraft (the "Hawker Aircraft") and
         certain packaging line equipment (the "Packaging Line Equipment").  The
         rents  from the  lease of the  Hawker  Aircraft  are  dedicated  to the
         repayment of debt used to acquire such  equipment  and to pay operating
         expenses.  Additionally,  the rents related to the lease renewal of the
         Packaging Line  Equipment are nominal.  Consequently,  the  Partnership
         anticipates  that  cash  distributions  will not be  significant  until
         January 1997 when the remaining debt on the Hawker  Aircraft is repaid.
         Quarterly cash from operations has reached minimal levels and the costs
         associated  with making  quarterly  cash  distributions  remain  fixed;
         therefore,  the managing general partner of the Partnership has decided
         to  discontinue   quarterly  cash  distributions  (except  that  it  is
         anticipated  that cash from sales will be  distributed  with respect to
         the  quarter in which such sales are made) and  instead  make  periodic
         cash  distributions   based  upon  the  accumulation  of  cash  in  the
         Partnership.  It is the  Partnership's  intention to maintain  reserves
         (including the general working capital  reserve)  sufficient to support
         the  Partnership's  future  obligations.  The  Partnership  may, in the
         future,  use certain of its reserves to upgrade its leased equipment in
         order to enhance its value.

         The  Partnership  had no outstanding  material  commitments for capital
         expenditures as of June 30, 1996.

         Inflation and changing  prices have not had any material  effect on the
         Partnership's  revenues  since its inception  nor does the  Partnership
         anticipate any material effect on its business from these factors.

         Set forth below is a  description  of various  transactions  which have
         impacted the liquidity of the Partnership during 1996 and 1995:

                  (i)  On  September   21,   1993,   Hawaiian   Airlines,   Inc.
                  ("Hawaiian"), filed for reorganization under Chapter 11 of the
                  United  States  Bankruptcy  Code.  Hawaiian  had leased two de
                  Havilland  DHC Dash 7 Series 102  aircraft  (collectively  the
                  "Hawaiian  Aircraft"),  owned by the Partnership,  pursuant to
                  two  separate  leases (the  "Hawaiian  Leases").  The Hawaiian
                  Aircraft were subject to nonrecourse  financing (the "Hawaiian
                  Loans")  provided by an  unaffiliated  third party lender (the
                  "Hawaiian Lender").

                  Hawaiian had suffered significant financial difficulties since
                  at least 1990,  and,  through April 1994 made rental  payments
                  that were less than the  scheduled  amounts due,  based upon a
                  series of proposed  restructuring  plans.  Such reduced rental
                  payments resulted in the Hawaiian loans being in default. As a
                  result of a variety of factors,  the Partnership believed that
                  there  was  a  limited  market  for  the  Hawaiian   Aircraft.
                  Accordingly,  the Partnership had determined that it would not
                  make any payments to cure the defaults on the Hawaiian Loans.
<PAGE>
         Liquidity and Capital Resources (continued)

                  Hawaiian emerged from bankruptcy on September 12, 1994, and on
                  September 28, 1994, it returned the Hawaiian  Aircraft,  which
                  had been retired from  Hawaiian's  fleet since April 18, 1994,
                  to a  designated  agent of the Hawaiian  Lender.  In September
                  1994,  the  Hawaiian  Aircraft  were  placed  into  storage in
                  California at the Hawaiian Lender's expense.
                  
                  On August 3,  1995,  the  Hawaiian  Lender  foreclosed  on the
                  Hawaiian  Aircraft  and held an auction to offer the  Hawaiian
                  Aircraft  for sale.  As a result  of the  limited  market  and
                  significant competition with respect to the Hawaiian Aircraft,
                  the  Hawaiian  Lender  was  unsuccessful  in its  attempts  to
                  liquidate its security  interest  through a foreclosure  sale.
                  The  Partnership no longer retains an interest in the Hawaiian
                  Aircraft and in August 1995, the  Partnership  removed the net
                  carrying  value  of the  Hawaiian  Aircraft  of  approximately
                  $2,292,000  and the  related  nonrecourse  notes  and  accrued
                  interest  payable  of  approximately   $2,991,000,   from  its
                  respective accounts.

                  Both the  Partnership  and the Hawaiian Lender filed proofs of
                  claim  in  the   Hawaiian   bankruptcy   case.   Because   the
                  Partnership's  claims  duplicated those of the Hawaiian Lender
                  (since the  Hawaiian  Leases and all amounts  thereunder  were
                  assigned to the Hawaiian Lender as collateral for the Hawaiian
                  Loans) , the Partnership  withdrew its claims and the Hawaiian
                  Lender assumed the  responsibility  of pursuing its own claims
                  against Hawaiian.

                  (ii) In early July 1994,  upon the receipt of the final rental
                  installment  on the Packaging Line  Equipment,  the associated
                  nonrecourse debt was repaid.  The lessee of the Packaging Line
                  Equipment  exercised  its  right to renew  the  lease  through
                  December  1995,  in  accordance  with its "Fair Market  Rental
                  Value"  renewal  option at a fair market  rental rate equal to
                  approximately  42% of the original lease terms.  The foregoing
                  rate was not agreed upon until October 1995.  The  Partnership
                  and the  lessee are  negotiating  a further  extension  of the
                  lease. With the Partnership's consent, the lessee is utilizing
                  the Packaging Line Equipment  during these  negotiations.  The
                  Packaging   Line   Equipment  had  a  net  carrying  value  of
                  approximately $115,000 at June 30, 1996.

         In April 1995, the managing  general  partner of the  Partnership,  ALI
         Equipment  Management  Corp.  ("Equipment  Management"),   and  certain
         affiliates  entered into an agreement with  Fieldstone  Private Capital
         Group,  L.P.  ("Fieldstone")  pursuant  to  which  Fieldstone  performs
         certain  management  and   administrative   services  relating  to  the
         Partnership as well as certain other  partnerships  in which  Equipment
         Management   serves  as  general  partner.   Substantially   all  costs
         associated  with the retention of Fieldstone  will be paid by Equipment
         Management.
<PAGE>
         Results of Operations

         Net income increased for the quarter and six months ended June 30, 1996
         as compared to the net income for the quarter and six months ended June
         30,  1995,  primarily  due to the  decrease  in expenses in the current
         periods.

         Revenues  decreased  slightly for the quarter and six months ended June
         30, 1996 as compared to the respective  prior year periods due to lower
         balances available for investment in the 1996 periods.

         Expenses  decreased  for the quarter and six months ended June 30, 1996
         in comparison to the  corresponding  periods ended June 30, 1995 due to
         reduction in interest expense, due primarily to the continued reduction
         of the principal amount of outstanding  indebtedness by the application
         of rental payments on leveraged transactions,  as well as a decrease in
         general and administrative expenses.
<PAGE>
PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
                                                                               
On  September  21,  1993,  Hawaiian  Airlines,  Inc.  ("Hawaiian"),   filed  for
reorganization  under Chapter 11 of the United States Bankruptcy Code.  Hawaiian
had leased two de  Havilland  DHC Dash 7 Series 102 aircraft  (collectively  the
"Hawaiian Aircraft"), owned by the Partnership,  pursuant to two separate leases
(the  "Hawaiian  Leases").  The Hawaiian  Aircraft  were subject to  nonrecourse
financing (the "Hawaiian Loans") provided by an unaffiliated  third party lender
(the "Hawaiian Lender").

Hawaiian had suffered  significant  financial  difficulties since at least 1990,
and,  through April 1994 made rental  payments that were less than the scheduled
amounts due, based upon a series of proposed  restructuring  plans. Such reduced
rental payments resulted in the Hawaiian loans being in default.

Hawaiian  emerged from  bankruptcy on September  12, 1994,  and on September 28,
1994, it returned the Hawaiian Aircraft,  which had been retired from Hawaiian's
fleet since April 18, 1994,  to a designated  agent of the Hawaiian  Lender.  In
September 1994, the Hawaiian  Aircraft were placed into storage in California at
the Hawaiian Lender's expense.

As a result of a variety of factors,  the Partnership  believed that there was a
limited  market for the Hawaiian  Aircraft.  Accordingly,  the  Partnership  had
determined  that it would  not make any  payments  to cure the  defaults  on the
Hawaiian  Loans.  On August 3,  1995,  the  Hawaiian  Lender  foreclosed  on the
Hawaiian  Aircraft and held an auction to offer the Hawaiian  Aircraft for sale.
As a result of the limited market and  significant  competition  with respect to
the Hawaiian  Aircraft,  the Hawaiian Lender was unsuccessful in its attempts to
liquidate its security  interest through a foreclosure  sale. The Partnership no
longer  retains an interest in the Hawaiian  Aircraft  and in August  1995,  the
Partnership  removed  the  net  carrying  value  of  the  Hawaiian  Aircraft  of
approximately  $2,292,000 and the related nonrecourse notes and accrued interest
payable of approximately $2,991,000, from its respective accounts.

Both the  Partnership  and the  Hawaiian  Lender  filed  proofs  of claim in the
Hawaiian  bankruptcy case. Because the Partnership's  claims duplicated those of
the Hawaiian Lender (since the Hawaiian  Leases and all amounts  thereunder were
assigned to the  Hawaiian  Lender as  collateral  for the Hawaiian  Loans),  the
Partnership   withdrew   its  claims  and  the  Hawaiian   Lender   assumed  the
responsibility of pursuing its own claims against Hawaiian.
<PAGE>
PART II - OTHER INFORMATION

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K


(a)      Exhibits: None
(b)      Reports on form 8K: None




<PAGE>


                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                         AMERICAN LEASING INVESTORS VIII-B, L.P.
                                By:      ALI Equipment Management Corp.
                                         Managing General Partner



                                /s/      Douglas J. Lambert
                                         ------------------
                                         Douglas J. Lambert
                                         President (Principal Executive and 
                                         Financial Officer)
                                                               
























Date: August 13, 1996

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the financial
statements of the June 30,1996 Form 10-Q of American Leasing Investors VIII-B
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         217,793
<SECURITIES>                                         0
<RECEIVABLES>                                   26,066
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               243,859
<PP&E>                                       8,693,449
<DEPRECIATION>                               5,246,909
<TOTAL-ASSETS>                               3,690,399
<CURRENT-LIABILITIES>                          102,287
<BONDS>                                        404,560
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,183,552
<TOTAL-LIABILITY-AND-EQUITY>                 3,690,399
<SALES>                                              0
<TOTAL-REVENUES>                               464,349
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               330,331
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              27,552
<INCOME-PRETAX>                                106,496
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            106,496
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   106,496
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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