AMERICAN LEASING INVESTORS VIII-B L P
10-Q, 1997-11-19
COMPUTER RENTAL & LEASING
Previous: HARISTON CORP, 10-Q, 1997-11-19
Next: VISTA GOLD CORP, 6-K, 1997-11-19



                                  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 September 30, 1997

                         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) 862-7444
              (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 - SEPTEMBER 30, 1997


                                      INDEX



PART I - FINANCIAL INFORMATION

      ITEM 1 - FINANCIAL STATEMENTS

        BALANCE SHEETS - September 30, 1997 and December 31, 1996


        STATEMENTS OF OPERATIONS - For the three months ended September 30, 1997
             and 1996 and for the nine months ended September 30, 1997 and 1996


        STATEMENT OF PARTNERS' EQUITY - For the nine months ended
             September 30, 1997


        STATEMENTS OF CASH FLOWS - For the nine months ended
             September 30, 1997 and 1996

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

                                 BALANCE SHEETS

                                                                   September 30,   December 31,    
                                                                      1997            1996            
                                                                   ----------      ----------      
<S>                                                                <C>             <C>             
ASSETS                                                                                             
                                                                                                   
     Cash and cash equivalents .................................   $  222,507      $  201,250      
     Other receivables and prepaid expenses ....................       88,028          50,633      
     Leased equipment - net of accumulated depreciation of                                         
        $787,030 and $5,531,954 ................................       23,546       3,161,495            
                                                                   ----------      ----------      
                                                                                                   
                                                                   $  334,081      $3,413,378      
                                                                   ==========      ==========      
                                                                                                   
LIABILITIES AND PARTNERS' EQUITY
                                                                                                   
Liabilities                                                                                        
                                                                                                   
     Accounts payable and accrued expenses .....................   $   24,341      $   44,108      
     Due to affiliates .........................................        1,709           4,025      
     Deferred income ...........................................         --            49,800      
                                                                   ----------      ----------      
                                                                                                   
            Total liabilities ..................................       26,050          97,933      
                                                                   ----------      ----------      
                                                                                                   
Commitments and contingencies                                                                      
                                                                                                   
Partners' equity                                                                                   
     Limited partners' equity (as restated) (20,442 units issued                                   
        and outstanding) .......................................   $  303,961      $3,281,301      
     General partners' equity (as restated) ....................        4,070          34,144      
                                                                   ----------      ----------      
                                                                                                   
        Total partners' equity .................................      308,031       3,315,445      
                                                                   ----------      ----------      
                                                                                                   
                                                                   $  334,081      $3,413,378      
                                                                   ==========      ==========      
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                     AMERICAN LEASING INVESTORS VIII-B, L.P.

                            STATEMENTS OF OPERATIONS


                                                                    For the three months ended           For the nine months ended
                                                                           September 30,                      September 30,
                                                                  -----------------------------       -----------------------------
                                                                      1997              1996               1997              1996
                                                                  -----------       -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>               <C>        
Revenues
     Rental ................................................      $    12,436       $   229,080       $   111,178       $   687,238
     Other, principally interest ...........................            3,060             2,775            29,161             8,966
                                                                  -----------       -----------       -----------       -----------

                                                                       15,496           231,855           140,339           696,204
                                                                  -----------       -----------       -----------       -----------
Costs and expenses
     General and administrative ............................           19,079            18,237            78,426            53,806
     Depreciation ..........................................           18,239           142,523            96,142           427,567
     Operating .............................................             --                 137            11,795               662
     Fees to affiliates ....................................             --               4,582            (1,835)           13,745
     Interest ..............................................              249             7,160               --             34,712
                                                                  -----------       -----------       -----------       -----------
                                                                       37,567           172,639           184,528           530,492
                                                                  -----------       -----------       -----------       -----------

                                                                      (22,071)           59,216           (44,189)          165,712
Other income
     Gain on disposition of equipment - net ................             --                --           2,240,193              --   
                                                                  -----------       -----------       -----------       -----------

Net income (loss) ..........................................      $   (22,071)      $    59,216       $ 2,196,004       $   165,712
                                                                  ===========       ===========       ===========       ===========

Net income (loss) attributable to
     Limited partners ......................................      $   (21,850)      $    58,624       $ 2,174,044       $   164,055
     General partners ......................................             (221)              592            21,960             1,657
                                                                  -----------       -----------       -----------       -----------

                                                                  $   (22,071)      $    59,216       $ 2,196,004       $   165,712
                                                                  ===========       ===========       ===========       ===========
Net income (loss) per unit of limited partnership
     interest (20,442 units outstanding) ...................      $     (1.07)      $      2.87       $    106.35       $      8.03
                                                                  ===========       ===========       ===========       ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                     AMERICAN LEASING INVESTORS VIII-B, L.P.

                          STATEMENT OF PARTNERS' EQUITY


                                                                            Limited                 General                Total    
                                                                           Partners'               Partners'             Partners'  
                                                                            Equity                  Equity                Equity    
                                                                          -----------            -----------            -----------
<S>                                                                       <C>                    <C>                    <C>        
Balance, January 1, 1997 ......................................           $ 3,383,511            $   (68,066)           $ 3,315,445

Reallocation of partners' equity ..............................              (102,210)               102,210                   --   
                                                                          -----------            -----------            -----------


Balance, January 1, 1997 (as restated) ........................             3,281,301                 34,144              3,315,445


Distributions paid for the
     nine months ended September 30, 1997
     ($252 per limited partnership unit) ......................            (5,151,384)               (52,034)            (5,203,418)


Net income for the nine months
     ended September 30, 1997 .................................             2,174,044                 21,960              2,196,004
                                                                          -----------            -----------            -----------


Balance, September 30, 1997 ...................................           $   303,961            $     4,070            $   308,031
                                                                          ===========            ===========            ===========

</TABLE>


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

                          STATEMENTS OF CASH FLOWS

                                                                   For the nine months ended
                                                                         September 30,
                                                                  --------------------------
                                                                      1997           1996
                                                                  -----------    -----------
<S>                                                               <C>            <C>        
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
     Net income ...............................................   $ 2,196,004    $   165,712
     Adjustments to reconcile net income to net
        cash (used in) provided by operating activities
            Depreciation ......................................        96,142        427,567
            Gain on disposition of equipment - net ............    (2,240,193)          --
     Changes in assets and liabilities
        Accounts receivable ...................................          --          (37,306)
        Other receivables and prepaid expenses ................       (37,395)           716
        Accounts payable and accrued expenses .................       (19,767)       (18,963)
        Due to affiliates .....................................        (2,316)        (1,721)
        Deferred income .......................................       (49,800)          --
        Accrued interest payable ..............................          --           (1,321)
                                                                  -----------    -----------
            Net cash (used in) provided by operating activities       (57,325)       534,684
                                                                  -----------    -----------
Cash flows from investing activities
     Proceeds from disposition of equipment - net .............     5,282,000           --
                                                                  -----------    -----------

Cash flows from financing activities
     Distributions to partners ................................    (5,203,418)       (41,297)
     Principal payments of notes payable ......................          --         (586,835)
                                                                  -----------    -----------
            Net cash used in financing activities .............    (5,203,418)      (628,132)
                                                                  -----------    -----------
Net increase (decrease) in cash and cash equivalents                   21,257        (93,448)

Cash and cash equivalents, beginning of period                        201,250        302,679
                                                                  -----------    -----------

Cash and cash equivalents, end of period ......................   $   222,507    $   209,231
                                                                  ===========    ===========

Supplemental disclosure of cash flow information
     Interest paid ............................................   $      --      $    36,033
                                                                  ===========    ===========
</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  discussions  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, 1996. The results of operations for the nine months ended September
         30, 1997 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.
<PAGE>
         Recently issued accounting pronouncements

         The Financial  Accounting  Standards  Board has recently issued several
         new accounting pronouncements.  Statement No. 128, "Earnings per Share"
         establishes  standards for computing and presenting earnings per share,
         and is effective for financial  statements  for both interim and annual
         periods ending after December 15, 1997.  Statement No. 129, "Disclosure
         of  Information  about  Capital  Structure"  establishes  standards for
         disclosing  information  about an entity's  capital  structure,  and is
         effective for financial  statements  for periods  ending after December
         15,  1997.   Statement  No.  130,  "Reporting   Comprehensive   Income"
         establishes standards for reporting and display of comprehensive income
         and its  components,  and is effective for fiscal years beginning after
         December 15, 1997. Statement No. 131, "Disclosures about Segments of an
         Enterprise and Related Information"  establishes  standards for the way
         that public business  enterprises  report  information  about operating
         segments  in  annual  financial  statements  and  requires  that  those
         enterprises  report selected  information  about operating  segments in
         interim financial  reports issued to shareholders.  It also establishes
         standards  for  related   disclosures   about  products  and  services,
         geographic  areas, and major customers,  and is effective for financial
         statements for periods beginning after December 15, 1997.

         Management  of the Company  does not believe  that these new  standards
         will  have a  material  effect  on  the  Company's  reported  operating
         results, per share amounts, financial position or cash flows.


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").  Presidio
         Boram  Corp.,  a  subsidiary  of  Presidio,  is 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>
         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 the associate  general
         partner.  On November 2, 1997, the  Administrative  Services  Agreement
         between   Presidio  and  Wexford   Management  LLC   ("Wexford"),   the
         administrator for Presidio, expired. Pursuant to that agreement Wexford
         had  authority to designate  directors  of  Equipment  Management,  the
         Corporate General Partner and the associate general partner.  Effective
         November  3,  1997,   Wexford   and   Presidio   entered   into  a  new
         Administrative  Services  Agreement,  dated as of November 3, 1997 (the
         "ASA")  which  expires  on May 3,  1998.  Under  the  terms of the ASA,
         Wexford will provide consulting and administrative services to Presidio
         and its  affiliates,  including  Equipment  Management,  the  Corporate
         General Partner, the associate general partner and the Partnership, for
         a term of six months.  During the nine months ended  September 30, 1997
         and 1996,  reimbursable  expenses due to Wexford  from the  Partnership
         amounted to $12,569 and $18,391, respectively.

         Effective November 3, 1997,  officers and employees of Wexford that had
         served as  officers  and/or  directors  of  Equipment  Management,  the
         Corporate  General Partner and the Associate  General Partner  tendered
         their resignation.  On the same date, the Board of Directors  appointed
         new  individuals  to serve as officers  and/or  directors  of Equipment
         Management,  the Corporate  General  Partner and the Associate  General
         Partner.

         The Partnership has a management agreement with IREG, pursuant to which
         IREG receives 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 ($1,835) and $13,745 for the nine
         months ended September 30, 1997 and 1996, 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 nine months ended  September 30,
         1997 and 1996.

         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.
<PAGE>
         Upon the ultimate liquidation of the Partnership,  the general partners
         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,  other than legal fees,  are paid by Equipment  Management.
         The agreement with  Fieldstone  was scheduled to terminate  November 3,
         1997.   Equipment  Management  and  certain  affiliates  are  currently
         negotiating  a possible  extension  of the  agreement.  Fieldstone  has
         indicated  that it will continue to perform  services in respect of the
         Partnership pending the conclusion of such negotiation.


4        PARTNERS' EQUITY

         The General Partners hold a 1% equity interest in the  Partnership.  At
         the inception of the Partnership,  the General Partners' equity account
         was credited with only the actual capital  contributed in cash, $1,000.
         The Partnership's  management  determined that this accounting does not
         appropriately  reflect the limited  partners' and the General Partners'
         relative  participations in the Partnership's net assets, since it does
         not  reflect  the  General   Partners'   1%  equity   interest  in  the
         Partnership.   Thus,  the   Partnership   has  restated  its  financial
         statements to reallocate  $102,210 (1% of the gross proceeds  raised at
         the  Partnership's  formation) of the  partners'  equity to the General
         Partners'  equity  account.  This  reallocation  was  made  as  of  the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

5        EQUIPMENT SALE

         On January 21,  1997,  the lease of the British  Aerospace  HS 125-800A
         aircraft (the "DuPont  Aircraft") owned by the Partnership,  expired in
         accordance with its original terms. The associated debt was repaid upon
         the receipt of the final rental  installment.  The lessee  continued to
         utilize the DuPont  Aircraft,  with the  Partnership's  consent,  until
         January 31, 1997 at which time the DuPont  Aircraft was made  available
         for its return inspection.  On April 16, 1997, the Partnership sold the
         DuPont Aircraft to an unaffiliated  third party for a purchase price of
         $5,400,000, exclusive of selling expenses of approximately $118,000. At
         the time of sale,  the  DuPont  Aircraft  had a net  carrying  value of
         approximately $3,041,800.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         Liquidity and Capital Resources

         The General Partners hold a 1% equity interest in the  Partnership.  At
         the inception of the Partnership,  the General Partners' equity account
         was credited with only the actual capital  contributed in cash, $1,000.
         The Partnership's  management  determined that this accounting does not
         appropriately  reflect the limited  partners' and the General Partners'
         relative  participations in the Partnership's net assets, since it does
         not  reflect  the  General   Partners'   1%  equity   interest  in  the
         Partnership.   Thus,  the   Partnership   has  restated  its  financial
         statements to reallocate  $102,210 (1% of the gross proceeds  raised at
         the  Partnership's  formation) of the  partners'  equity to the General
         Partners'  equity  account.  This  reallocation  was  made  as  of  the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.

         As of September 30, 1997,  the  Partnership  had operating  reserves of
         approximately  $284,000 which was comprised of undistributed  cash from
         operations and sales of  approximately  $182,000 as well as the general
         working capital reserve of approximately  $102,000.  On April 16, 1997,
         the  Partnership  sold  one of its  two  remaining  assets,  a  British
         Aerospace HS 125-800A aircraft (the "DuPont  Aircraft"),  and generated
         net proceeds of  approximately  $5,282,000 in connection with the sale.
         The  Partnership  distributed  the net  proceeds of the sale,  less any
         amounts  required  as  reserves,  of $252  per  Unit in May  1997.  The
         Partnership's  sole  remaining  asset,  packaging  line  equipment (the
         "Packaging Line Equipment") leased to Xerox Corporation  ("Xerox"),  is
         not currently  generating  any revenue and is the subject of litigation
         described in Part II, Item 1. The Partnership  does not anticipate that
         it will make any  additional  distributions  until it  disposes  of the
         Packaging  Line Equipment and resolves the issues  associated  with the
         litigation.

         The  Partnership  had no outstanding  material  commitments for capital
         expenditures as of September 30, 1997.

         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.
<PAGE>
         Set forth below is a  description  of various  transactions  which have
         impacted the liquidity of the Partnership during 1997 and 1996:

         (i)   In  early  July  1994,  upon  the  receipt  of the  final  rental
               installment  during the initial  lease term  associated  with the
               Packaging Line  Equipment,  the associated  nonrecourse  debt was
               repaid.  Xerox,  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 rent.  Since January 1, 1996, the  Partnership and Xerox
               have attempted to reach agreement for either a lease extension or
               a sale  of the  Packaging  Line  Equipment.  Notwithstanding  the
               absence of an  agreement  on a lease  extension,  and without the
               consent  of the  Partnership,  Xerox  continued  to  utilize  the
               Packaging  Line  Equipment  while  failing  to pay any rent.  The
               Partnership  and Xerox were unable to reach an agreement  and, on
               April 17, 1997, the Partnership commenced an action against Xerox
               which  is  described  in Part  II,  Item 1.  The  Packaging  Line
               Equipment  had a net  carrying  value of $23,546  and  $78,259 at
               September 30, 1997 and December 31, 1996, respectively.

         (ii)  On January 21, 1997,  the lease of the DuPont  Aircraft  owned by
               the  Partnership  expired in accordance  with its original terms.
               The  associated  debt was  repaid  upon the  receipt of the final
               rental  installment.  The lessee  continued to utilize the DuPont
               Aircraft,  with the Partnership's consent, until January 31, 1997
               at which  time the DuPont  Aircraft  was made  available  for its
               return  inspection.  On April 16, 1997, the Partnership  sold the
               DuPont  Aircraft  to an  unaffiliated  third party for a purchase
               price  of   $5,400,000,   exclusive   of  selling   expenses   of
               approximately  $118,000. At the time of sale, the DuPont Aircraft
               had a net carrying value of approximately $3,041,800.

         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, other than legal fees, are
         paid  by  Equipment  Management.  The  agreement  with  Fieldstone  was
         scheduled  to  terminate  November 3, 1997.  Equipment  Management  and
         certain  affiliates are currently  negotiating a possible  extension of
         the  agreement.  Fieldstone  has  indicated  that it will  continue  to
         perform  services in respect of the Partnership  pending the conclusion
         of such negotiation.
<PAGE>
         Results of Operations

         The  Partnership  recognized  a loss of  approximately  $22,000 for the
         quarter  ended  September  1997 and $44,000  for the nine months  ended
         September  1997 as compared to the  corresponding  periods of the prior
         year,   before  gain  on  disposition  of  equipment  of  approximately
         $2,240,000 in April 1997.

         Revenue  decreased for the quarter and nine months ended  September 30,
         1997,  as  compared  to the  corresponding  periods of the prior  year,
         primarily  due to the  expiration  of the lease of DuPont  Aircraft  on
         January 21, 1997.  This was partially  offset by the interest earned on
         the proceeds  generated from the sale of the DuPont Aircraft  available
         for the short term investment.

         Expenses  decreased for the quarter and nine months ended September 30,
         1997,  as compared to the  corresponding  periods of the prior year due
         to: (i) less depreciation in the current periods on the DuPont Aircraft
         sold on April 16, 1997,  (ii) reduced  interest due to the repayment of
         debt associated  with the DuPont Aircraft in January 1997,  (iii) lower
         equipment  management  fees due to reduced  rental on which such fee is
         based,  (iv) offset by the increase in nine months ended  September 30,
         1997 in legal and operating expenses related to the DuPont Aircraft.

<PAGE>
PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On June 30, 1994, the  Partnership's  lease of certain  packaging line equipment
(the "Packaging Line Equipment") with Xerox Corporation  ("Xerox") was scheduled
to expire in accordance with the original lease terms (the "Xerox Lease").  Upon
receipt of the final rental installment due under the Xerox Lease the associated
nonrecourse debt was repaid.

In late 1993,  Xerox had notified the  Partnership of its intent to exercise its
right to  extend  the  Xerox  Lease  and  Xerox  and the  Partnership  commenced
negotiations  to determine the fair market  rental value of the  Packaging  Line
Equipment.  Pursuant  to the  terms of the Xerox  Lease,  Xerox had the right to
elect to extend the Xerox Lease for two consecutive periods of one year each. In
October  1995,  the  Partnerships  and  Xerox  agreed  upon a lease  rate for an
eighteen month lease renewal which expired on December 31, 1995.

Since  January 1,  1996,  the  Partnership  and Xerox  have  attempted  to reach
agreement  for  either  a  lease  extension  or a  sale  of the  Packaging  Line
Equipment. Notwithstanding the absence of an agreement on a lease extension, and
without the consent of the Partnership, Xerox continued to utilize the Packaging
Line  Equipment  while failing to pay any rent. The  Partnership  and Xerox were
unable to reach an agreement and, on April 17, 1997, the  Partnership  commenced
an action against Xerox in the Supreme Court of the State of New York, County of
New  York,  seeking  compensation  and  punitive  damages  relating  to  Xerox's
retention of the Packaging Line Equipment.

On June 19, 1997, Xerox responded to the  Partnership's  complaint by bringing a
motion to compel  appraisal and to stay the  proceedings  during such  appraisal
process;  the Partnership  contested such motion. On October 14, 1997, the Court
ordered Xerox and the Partnership each to appoint an appraiser, both of whom are
to be paid by Xerox, and to have the appraisers  determine the fair market value
rental  and  purchase  price  from  the  litigants'  differing  points  of view.
Additionally, pursuant to the Court's order, both sides are now actively engaged
in discovery while the appraisers are proceeding with their evaluations.


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits: None.

(b)      Reports on Form 8-K: Current reports on Form 8-K dated July 25, 1997
         and August 28, 1997.
<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/     Richard Sabella
                                      ----------------------------------------
                                      Richard Sabella
                                      President


                             /s/      Kevin Reardon
                                      ----------------------------------------
                                      Kevin Reardon
                                      Vice President, Treasurer and Secretary
                                      (Chief Accounting Officer)

 Date: November 19, 1997

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE  SCHEDULE  CONTAINS  SUMMARY   INFORMATION   EXTRACTED  FROM  THE  FINANCIAL
STATEMENTS  OF THE SEPTEMBER  30, 1997 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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                         222,507
<SECURITIES>                                         0
<RECEIVABLES>                                   88,028
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               310,535
<PP&E>                                         810,576
<DEPRECIATION>                                 787,030
<TOTAL-ASSETS>                                 334,081
<CURRENT-LIABILITIES>                           26,050
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     308,031
<TOTAL-LIABILITY-AND-EQUITY>                   334,081
<SALES>                                              0
<TOTAL-REVENUES>                             2,380,532
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               184,528
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              2,196,004
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          2,196,004
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,196,004
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission