AMERICAN LEASING INVESTORS VIII-B L P
8-K, 1997-05-01
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).
                                 April 16, 1997



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



Delaware                             0-15801                   13-3275939
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(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 2.  Acquisition or Disposition of Assets

On January 21, 1997, the lease of a British  Aerospace HS 125-800A aircraft (the
"DuPont Aircraft") owned by Registrant,  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 until January
31,  1997 at which  time the  DuPont  Aircraft  was made  available  for  return
inspection  effective  January 31, 1997. On April 16, 1997,  Registrant 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.

ITEM 5. Other Events

On June 30, 1994,  Registrant's  lease of certain  packaging line equipment (the
"Packaging  Line") with Xerox  Corporation  ("Xerox") expired in accordance with
the  original  lease terms (the  "Xerox  Lease"),  at which time the  associated
nonrecourse debt was repaid.

Pursuant  to the terms of the Xerox  Lease,  Xerox had two  options,  subject to
certain  conditions  precedent,  to extend the Xerox  Lease for two  consecutive
periods of one year  each.  In late 1993 Xerox had  notified  Registrant  of its
intent to exercise its right to extend the Xerox Lease and Xerox and  Registrant
commenced  negotiations  to  determine  the  Fair  Market  Rental  Value  of the
Packaging  Line. In October 1995,  Registrant and Xerox agreed upon a lease rate
for an eighteen month renewal which expired December 31, 1995.

Since January 1, 1996,  Registrant and Xerox have  attempted to reach  agreement
for either a lease  extension or a sale of the Packaging  Line.  Notwithstanding
the  absence of an  agreement  on a lease  extension  and without the consent of
Registrant,  Xerox continued to utilize the Packaging Line while refusing to pay
any rent.  Registrant  and Xerox were unable to reach an agreement  and on April
17, 1997,  Registrant  commenced an action against Xerox in the Supreme Court of
the State of New York  seeking  compensatory  and punitive  damages  relating to
Xerox's retention of the Packaging Line. Xerox has not yet filed an answer.
<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
                                By: ALI Equipment Management Corp.
                                    Managing General Partner


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








Date: April 30, 1997


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