AMERICAN LEASING INVESTORS VIII-B L P
8-K, 1997-09-22
COMPUTER RENTAL & LEASING
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT





                Date of Report (Date of earliest event reported).
                                  August 28, 1997



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



        Delaware                     0-15801                   13-3275939
- --------------------------------------------------------------------------------
(State or other jurisdiction        Commission               (I.R.S. Employer
of incorporation)                   File Number                I.D. Number)




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



       Registrant's Telephone Number including area code: (203) 862-7000
<PAGE>
Item 5.  Other Events


Presidio  Capital  Corp.  ("PCC" or the  "Company"),  a British  Virgin  Islands
Corporation  and the  post-bankruptcy  successor to Integrated  Resources,  Inc.
("Integrated"),  disclosed  that on August 28, 1997, IR Partners,  holder of the
outstanding Class B Common Shares of the Company, contributed these shares to an
affiliate.  Subsequently,  Presidio  Holding  Company,  LLC  ("PHC"),  which had
recently acquired 63.1% of the outstanding Class A Common Shares,  purchased the
interests of this affiliate.  After giving effect to such sale, PHC is the owner
of  approximately  67.55% of the  outstanding  Common Shares of the Company.  In
connection  with the sale,  Charles E. Davidson and Joseph M. Jacobs resigned as
Class B directors.

On September 12, 1997, Martin Edelman, Dean Takahashi and Paul Walker, the Class
A Directors of the Company resigned and appointed Edward Scheetz, David Hamamoto
and David King as their successors.  On August 20, 1997,  Angelo,  Gordon & Co.,
L.P. and M.H.  Davidson & Co. sent a notice to the Company  indicating that they
were the  beneficial  owners of a majority of the Shares of the Company not held
by "Control  Parties".  They  requested  that  Jeffrey H.  Aronson and Thomas L.
Kempner be appointed as directors of the Company effective as of August 20, 1997
or as promptly as  practicable  thereafter in accordance  with the Memorandum of
Association of the Company and applicable law.

The  Company  has  filed  an  application  to  withdraw  its  application  for a
declaratory judgement with respect to a written resolution of PHC dated July 25,
1997.

The  Company is  engaged in the  liquidation  and  disposition  of the assets of
Integrated,   which  were  acquired  pursuant  to  the  Sixth  Amended  Plan  of
Reorganization  submitted  by the  Subordinated  Bondholders  Committee  and the
Steinhardt Group. The plan of the reorganization was consummated on  November 3,
1994.
<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: September 17, 1997


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