SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended Commission File
December 31, 1997 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 (IRS Employer
of incorporation or organization) Identification No.)
411 West Putnam Avenue, Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code 203-862-7444
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST, $500 PER UNIT
Indicate by check mark whether 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 and (2) has been subject to such filing
requirements for the past 90 days.
YES [ X ] NO [ ]
There is no public market for the Limited Partnership Units.
Accordingly, information with respect to the aggregate market value of Limited
Partnership Units held by non-affiliates of Registrant has not been supplied.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ].
Documents Incorporated by Reference
Location in Form 10-K in Which
Document Document is Incorporated
- -------- ------------------------
Registrant's Prospectus, dated Part IV
March 26, 1986 as supplemented on
November 11, 1986 Exhibit Index: page IV-1
<PAGE>
PART I
Item 1. Business
General
Registrant was formed on November 6, 1985 under the Delaware Revised Uniform
Limited Partnership Act with ALI Equipment Management Corp. (the "Managing
General Partner"), ALI Capital Corp. (the "Corporate General Partner"), and CDG
Associates (the "Associate General Partner"), as general partners. The Associate
General Partner, the Managing General Partner and the Corporate General Partner,
are collectively referred to herein as the "General Partners."
Through November 2, 1994, the Managing General Partner and the Corporate General
Partner were wholly-owned subsidiaries of Integrated Resources, Inc.
("Integrated"). On November 3, 1994, as a result of the consummation of the
reorganization plan relating to Integrated's bankruptcy, indirect ownership of
the Managing General Partner and the Corporate General Partner was purchased by
Presidio Capital Corp. ("Presidio"). As of February 28, 1995, Presidio Boram
Corp., a subsidiary of Presidio replaced CDG Associates as the Associate General
Partner. On August 28, 1997, an affiliate of NorthStar Capital Partners acquired
all of the Class B shares of Presidio, the corporate parent of the General
Partners. This acquisition, when aggregated with previous acquisitions, caused
NorthStar Capital Partners to acquire indirect control of the General Partners.
Presidio was also party to an Administrative Services Agreement with Wexford
Management LLC ("Wexford") pursuant to which Wexford was responsible for the
day-to-day management of Presidio and, among other things, had authority to
designate directors of the General Partners.
On November 2, 1997, the Administrative Services Agreement between Presidio and
Wexford expired. Effective November 3, 1997, Wexford and Presidio entered into a
new Administrative Services Agreement (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 the General Partners.
Presidio also entered into a management agreement with NorthStar Presidio
Management Company, LLC ("NorthStar Presidio"). Under the terms of the
management agreement, NorthStar Presidio will provide the day-to-day management
of Presidio and its direct or indirect subsidiaries and affiliates.
Effective November 3, 1997, the officers and employees of Wexford that had
served as officers and/or Directors of the General Partners tendered their
resignations. On the same date, the Board of Directors of Presidio appointed new
individuals to serve as officers and/or directors of the General Partners.
Registrant had owned one (1) British Aerospace HS 125-800A aircraft (the "DuPont
Aircraft") which had been leased to a third party pursuant to a full payout
lease through January 31, 1997 and certain packaging line equipment leased to a
third party. Registrant does not engage in any other business or any foreign
operation and thus a presentation of information about industry segments or
geographic areas is not relevant.
In an offering, which terminated on December 12, 1986, Registrant sold 20,440
units of limited partnership interest (the "Units") for gross proceeds
aggregating $10,220,000. As of December 31, 1987, substantially all of the net
proceeds available for investment had been invested in equipment.
<PAGE>
During the fiscal years ended December 31, 1997, 1996 and 1995, the leasing of
transportation equipment constituted approximately 83%, 95% and 94% of
Registrant's rental revenues and the leasing of photocopying, telephone and
telecommunications and packaging line equipment constituted approximately 17%,
5% and 6% of Registrant's rental revenues.
Registrant's rental revenues were derived primarily from lease payments from
lessees of its equipment. None of such lessees are affiliated with Registrant.
During the fiscal year ended December 31, 1997, lease payments from the
following lessees were the source of 10% percent or more of Registrant's gross
rental revenues: E.I. DuPont de Nemours and Co. ("DuPont") was the source of
approximately 83% with respect to the DuPont Aircraft and Xerox Corporation
("Xerox") was the source of approximately 17% with respect to certain packaging
line equipment. The lease of the DuPont Aircraft expired on January 21, 1997 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 on 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 the sale, the DuPont Aircraft had a net carrying value
of approximately $3,041,800.
In early July 1994, upon the receipt of the final rental installment, the
original lease of certain packaging line equipment (the "Packaging Line
Equipment") was scheduled to expire. In addition, the associated nonrecourse
debt was repaid upon the receipt of the final rental installment. The lessee
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. The foregoing rate was not
agreed upon until October 1995. Since January 1, 1996, Registrant and the lessee
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 Registrant, the lessee continued to
utilize the Packaging Line Equipment while failing to pay any rent. Registrant
and the lessee were unable to reach an agreement and, on April 17, 1997,
Registrant commenced an action against the lessee. This action was settled
during the course of trial which is described in Part 1, Item 3.
See Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Item 8, "Financial Statements and Supplemental Data,"
for further information.
Recent Developments
In January 1998, Registrant received proposed notices of assessment from the
City of New York, Department of Finance with respect to Unincorporated Business
Tax ("UBT") of approximately $130,000 for the years 1992, 1993 and 1994. The
City of New York is alleging that UBT is owed by Registrant with respect to
conducting business in New York City.
Final assessments have not yet been issued. Registrant intends to vigorously
contest the assessment. Although there can be no assurance that Registrant will
be successful in its contest of the assessment, Registrant believes the
assessment is without merit. Registrant has not recorded any provision or
liability as a result of the proposed notices of assessment.
<PAGE>
Competition
At December 31, 1997, Registrant's remaining asset in its portfolio was the
Packaging Line Equipment which was sold in January 1998.
Employees
Registrant does not have any employees. NorthStar Presidio currently performs
accounting, secretarial, transfer and administrative services for Registrant.
NorthStar Presidio also performs similar services for other affiliates of the
Managing General Partner. Integrated Resources Equipment Group, Inc. ("IREG"),
an indirect subsidiary of Presidio, manages Registrant's equipment portfolio
pursuant to a Management Agreement. See Item 10, "Directors and Executive
Officers of Registrant," Item 11, "Executive Compensation," and Item 13,
"Certain Relationships and Related Transactions."
In April 1995, the Managing General Partner 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 Registrant as well as to certain other partnerships in which the
Managing General Partner serves as general partner. Substantially all costs
associated with the retention of Fieldstone are paid by the Managing General
Partner. The agreement with Fieldstone was scheduled to expire on November 3,
1997. The Managing General Partner and certain affiliates are currently
negotiating a possible extension of the agreement. Fieldstone has indicated that
it will continue to perform services with respect to Registrant pending the
conclusion of such negotiation.
Item 2. Properties
As of March 1, 1998, Registrant did not have any interest in equipment. (1)
(1) See Item 1, "Business," and Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for
additional information.
Item 3. Legal Proceedings
On June 30, 1994, Registrant's lease of certain Packaging Line Equipment with
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 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 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,
Registrant and Xerox agreed upon a lease rate for an eighteen month lease
renewal which expired on 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 Equipment.
Notwithstanding the absence of an agreement on a lease extension, and without
<PAGE>
the consent of Registrant, Xerox continued to utilize the Packaging Line
Equipment while failing 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, County of New York,
seeking compensation and punitive damages relating to Xerox's retention of the
Packaging Line Equipment. This action was settled during the course of trial.
Xerox, during the course of the litigation, remitted to Registrant the fair
market rental value of approximately $31,000 for the two year period from
January 1, 1996 through December 31, 1997, as well as a purchase amount for the
equipment of approximately $82,000 at January 1, 1998.
Item 4. Submission of Matters to a Vote of Security Holders
None.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
There is no developed public market for the Units of Registrant.
As of March 1, 1998, there were approximately 900 record holders of Units of
Registrant, owning an aggregate of 20,442 Units.
During the past two fiscal years, Registrant made the following cash
distributions with respect to the Units to holders thereof as of the dates set
forth below in the amounts set forth opposite such dates:
<TABLE>
<CAPTION>
Distribution with respect to Amount of Distribution Per Unit (1)
Quarter Ended
1997 1996
---------- ----------
<S> <C> <C>
March 31 ........................ $ -- $ --
June 30 ......................... $ 252.00 $ --
September 30 .................... $ -- $ --
December 31 ..................... $ -- $ --
</TABLE>
(1) The amount listed represents distribution of cash from the sale of the
DuPont Aircraft. (See Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations", for information relating to Registrant's
future distributions).
Registrant's quarterly cash from operations reached minimal levels at the end of
1995 and the costs associated with making quarterly cash distributions remain
fixed; therefore, the Managing General Partner had decided to discontinue
quarterly cash distributions (except that it is anticipated that cash from sales
would be distributed with respect to the quarter in which such sales were made).
Registrant does not anticipate that it will make any additional distributions
until it resolves the issues associated with the tax examination of the
Unincorporated Business Tax. See Item 7, "Management's Discussion and Analysis
of Financial Condition and Results of Operations," for additional information
relating to Registrant's ability to make future cash distributions.
<PAGE>
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- --------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Revenues (1) $ 121,256 $ 927,775 $ 947,892 $ 1,454,168 $ 2,365,043
Net Income (Loss) (1) $ 2,070,316 $ 238,389 $ 886,943 $ (101,662) $ (129,467)
Net Income (Loss) Per Unit $ 100.26 $ 11.55 $ 42.95 $ (4.92) $ (6.27)
Distribution Per Unit $ 252.00 $ - $ 17.00 $ 10.00 $ 29.00
Total Assets $ 245,725 $ 3,413,378 $ 4,036,097 $ 7,220,488 $ 8,418,078
Long-term Obligations
$ - $ - $ 791,382 $ 4,268,227 $ 5,163,456
Total Partners' Equity $ 182,343 $ 3,315,445 $ 3,077,056 $ 2,541,133 $ 2,849,280
</TABLE>
(1) Not included in revenues are gains from the disposition of equipment of
$2,240,193, $736,487, $4,730 and $18,908 for the years ended December 31,
1997, 1995, 1994 and 1993, respectively. Such gains are included in Net
Income (Loss).
See Item 8, "Financial Statements and Supplemental Data" and Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations," for a discussion of certain dispositions of equipment which may
cause the data reflected herein not to be indicative of Registrant's future
financial condition or results of operations.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Registrant made cash distributions to limited partners with respect to 1997 of
$252.00 per Unit. As of December 31, 1997, approximately 4% of Registrant's
equipment, on an original cost basis, remained in its portfolio consisting
solely of the Packaging Line Equipment which was sold effective January 1, 1998.
As of December 31, 1997, Registrant had operating reserves of approximately
$177,000 (or approximately $8.57 per Unit), which was comprised of undistributed
cash from operations and sales of approximately $74,800, as well as the original
working capital of $102,200 (1% of original offering proceeds).
Set forth below is a description of various transactions which have impacted the
liquidity of Registrant during 1996 and 1997:
i) On December 21, 1996, the debt associated with the lease of the
DuPont Aircraft was repaid upon the receipt of the final rental
installment. On January 21, 1997, the lease of the DuPont Aircraft
expired in accordance with its term. The associated debt was repaid
upon the receipt of Registrant's final rental installment. The lessee
<PAGE>
continued to utilize the DuPont Aircraft, with the Registrant's
consent, until January 31, 1997 at which time the DuPont Aircraft was
made available for its return inspection. 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.
ii) 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. 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,
Registrant and the lessee 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 Registrant, the lessee continued to utilize
the Packaging Line Equipment while failing to pay any rent.
Registrant and the lessee were unable to reach an agreement and, on
April 17, 1997, Registrant commenced an action against the lessee.
The action was settled during the course of trial which is described
in Part I, Item 3. The Packaging Line Equipment had a net carrying
value of $5,308 and $78,259 at December 31, 1997 and 1996,
respectively.
At December 31, 1997, Registrant's remaining asset was the Packaging Line
Equipment which was sold to Xerox on January 1, 1998. The Managing General
Partner has decided to discontinue quarterly cash distributions until the
resolution of the tax examination relating to Unincorporated Business Tax. It is
Registrant's intention to maintain reserves (including the original working
capital reserve) sufficient to support Registrant's future obligations.
Upon the consummation of the resolution of the tax examination relating to
Unincorporated Business Tax, the Managing General Partner will then prepare a
final accounting of Registrant's assets and liabilities, commence the
dissolution and termination of Registrant and make a final distribution to
partners.
Inflation and changing prices have not had any material effect on Registrant's
revenues since its inception nor does Registrant anticipate any material effect
on its business from these factors.
Registrant had no outstanding material commitments for capital expenditures as
of December 31, 1997.
Year 2000
Costs associated with the year 2000 conversion are not expected to have any
impact on the Registrant's operations.
Results of Operations for 1997 as Compared to 1996
Registrant's rental revenue decreased for the year ended December 31, 1997 as
compared to the year ended December 31, 1996. The decrease was primarily due to
the expiration of the lease of the 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 short term investment.
<PAGE>
Costs and expenses decreased for 1997 as compared to 1996 due to: (i) less
depreciation on the DuPont Aircraft which was sold on April 16, 1997, (ii)
reduced interest expense due to the repayment of debt in January 1997 associated
with the DuPont Aircraft , (iii) lower equipment management fees due to reduced
rentals on which such fee is based, (iv) offset by an increase in general and
administrative expenses due to increased legal fees and an increase in operating
expenses related to the DuPont Aircraft.
Registrant's net income for 1997 was approximately $2,070,000 as compared to net
income of approximately $238,000 for 1996. The principal reason for the increase
in net income was the gain on the disposition of equipment recognized in 1997 of
approximately $2,240,000. The increase in net income was partially offset by the
increase in general and administrative expenses.
Results of Operations for 1996 as Compared to 1995
Registrant's rental revenues for the year ended December 31, 1996 decreased
slightly as compared to the year ended December 31, 1995.
Interest expense decreased by approximately 65% for 1996 as compared to 1995,
due to the continued reduction of the principal amount of outstanding
indebtedness by the application of rental payments on the leveraged transaction.
Operating expenses decreased by approximately 48% for 1996 as compared to 1995,
primarily due to the reduction of maintenance and administrative expenses
associated with leases.
General and administrative expenses decreased approximately 35% for 1996 as
compared to 1995, primarily due to a decrease in legal and auditing expenses in
1996.
Fees to affiliates decreased by approximately 19% for 1996 as compared to 1995,
due primarily to the decrease in equipment management fees resulting from a
reduction in rental revenues on which such fees are based as well as to the
absence of partnership management fees during 1996
Registrant's net income for 1996 was approximately $238,000 as compared to net
income of approximately $887,000 for 1995. The principal reason for the change
was the gain on the disposition on the foreclosure of the Hawaiian Aircraft
recognized in 1995 of approximately $736,000. The decrease in net income was
offset primarily by a decrease in interest expense from approximately $105,000
in 1995 to approximately $37,000 in 1996.
<PAGE>
Item 8. Financial Statements and Supplemental Data
AMERICAN LEASING INVESTORS VIII-B, L.P.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
INDEX
Independent Auditor's Report
Financial statements - years ended
December 31, 1997, 1996 and 1995
Balance sheets
Statements of income
Statement of partners' equity
Statements of cash flows
Notes to financial statements
Schedule:
II -- Valuation and Qualifying Accounts
All other schedules have been omitted because they are inapplicable or the
information is included in the financial statements or notes thereto.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<PAGE>
To the Partners of
American Leasing Investors VIII-B, L.P.
Greenwich, Connecticut
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of American Leasing Investors
VIII-B, L.P. (a limited partnership) as of December 31, 1997 and 1996, and the
related statements of income, partners' equity and cash flows for each of the
three years in the period ended December 31, 1997. Our audits also included the
financial statement schedule listed in the Index at Item 14(a)2. These financial
statements and the financial statement schedule are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Leasing Investors
VIII-B, L.P. as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
1997 in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note 4, the Partnership sold its remaining asset effective
January 1, 1998, and as a result, has completed the liquidation of its asset
portfolio. Pending the resolution of a tax claim against the Partnership which
is discussed in Note 10, the Partnership anticipates making a final distribution
to its partners and dissolving shortly thereafter.
/s/Hays & Company
- -----------------
Hays & Company
February 13, 1998
New York, New York
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
BALANCE SHEETS
December 31,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
ASSETS
Cash and cash equivalents ................................. $ 208,631 $ 201,251
Other receivables and prepaid expenses .................... 31,786 50,633
Leased equipment - net .................................... 5,308 3,161,494
---------- ----------
$ 245,725 $3,413,378
========== ==========
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Accounts payable and accrued expenses ..................... $ 62,765 $ 44,108
Due to affiliates ......................................... 617 4,025
Deferred income ........................................... -- 49,800
---------- ----------
Total liabilities .................................. 63,382 97,933
---------- ----------
Commitments and contingencies (Notes 3, 4, 8 and 10)
Partners' equity
Limited partners' equity (as restated) (20,442 units issued
and outstanding) ....................................... 179,530 3,281,301
General partners' equity (as restated) .................... 2,813 34,144
---------- ----------
Total partners' equity ............................. 182,343 3,315,445
---------- ----------
$ 245,725 $3,413,378
========== ==========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENTS OF INCOME
Year ended December 31,
--------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenues
Rental .................................. $ 89,278 $ 916,317 $ 922,188
Other, principally interest ............. 31,978 11,458 25,704
----------- ----------- -----------
121,256 927,775 947,892
----------- ----------- -----------
Costs and expenses
General and administrative .............. 131,278 61,943 96,006
Depreciation ............................ 114,380 570,089 570,088
Other ................................... 33,680 -- --
Operating ............................... 11,795 1,700 3,245
Interest ................................ -- 37,328 105,351
Fees to affiliates ...................... -- 18,326 22,746
----------- ----------- -----------
291,133 689,386 797,436
----------- ----------- -----------
(169,877) 238,389 150,456
Gain on sale of equipment (Note 9) ........... 2,240,193 -- 736,487
----------- ----------- -----------
Net income ................................... $ 2,070,316 $ 238,389 $ 886,943
=========== =========== ===========
Net income attributable to
Limited partners ........................ $ 2,049,613 $ 236,005 $ 878,074
General partners ........................ 20,703 2,384 8,869
----------- ----------- -----------
$ 2,070,316 $ 238,389 $ 886,943
=========== =========== ===========
Net income per unit of limited partnership
interest (20,442 units outstanding) ..... $ 100.26 $ 11.55 $ 42.95
=========== =========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
STATEMENT OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
Limited General Total
Partners' Partners' Partners'
Equity Equity Equity
----------- ----------- -----------
<S> <C> <C> <C>
Balance, January 1, 1995 ..................... $ 2,616,942 $ (75,809) $ 2,541,133
Reallocation of partners' equity (Note 6) .... (102,210) 102,210 --
----------- ----------- -----------
Balance, January 1, 1995 (as restated) ....... 2,514,732 26,401 2,541,133
Net income - 1995 ............................ 878,074 8,869 886,943
Distributions to partners ($17.00 per limited
partnership unit) ....................... (347,510) (3,510) (351,020)
----------- ----------- -----------
Balance, December 31, 1995 (as restated) ..... 3,045,296 31,760 3,077,056
Net income - 1996 ............................ 236,005 2,384 238,389
----------- ----------- -----------
Balance, December 31, 1996 (as restated) ..... 3,281,301 34,144 3,315,445
Net income - 1997 ............................ 2,049,613 20,703 2,070,316
Distributions to partners ($252.00 per limited
partnership unit) ....................... (5,151,384) (52,034) (5,203,418)
----------- ----------- -----------
Balance, December 31, 1997 ................... $ 179,530 $ 2,813 $ 182,343
=========== =========== ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
AMERICAN LEASING INVESTORS VIII-B, L.P.
Year ended December 31,
---------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
Cash flows from operating activities
Net income ....................................... $ 2,070,316 $ 238,389 $ 886,943
Adjustments to reconcile net income to net
cash (used in) provided by operating activities
Depreciation .............................. 114,380 570,089 570,088
Gain on sale of equipment ................. (2,240,193) -- (736,487)
Changes in assets and liabilities
Accounts receivable ........................... -- -- 38,408
Other receivables and prepaid expenses ........ 18,847 (48,799) 2,529
Accounts payable and accrued expenses ......... 18,657 (26,707) (6,016)
Deferred income ............................... (49,800) -- 49,800
Due to affiliates ............................. (3,408) (1,721) 3,920
----------- ----------- -----------
Net cash (used in) provided by
operating activities ................. (71,201) 731,251 809,185
----------- ----------- -----------
Cash flows from investing activities
Proceeds from disposition of equipment ........... 5,281,999 -- --
----------- ----------- -----------
Cash flows from financing activities
Distributions to partners ........................ (5,203,418) (41,297) (309,723)
Principal payments on notes payable .............. -- (791,382) (780,927)
----------- ----------- -----------
Net cash used in financing activities ..... (5,203,418) (832,679) (1,090,650)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents ...................................... 7,380 (101,428) (281,465)
Cash and cash equivalents, beginning of year .......... 201,251 302,679 584,144
----------- ----------- -----------
Cash and cash equivalents, end of year ................ $ 208,631 $ 201,251 $ 302,679
=========== =========== ===========
Supplemental disclosure of cash flow information
Interest paid .................................... $ -- $ 39,109 $ 118,771
=========== =========== ===========
</TABLE>
On August 3, 1995, the Hawaiian Airlines, Inc. ("Hawaiian") lender foreclosed on
the Hawaiian aircraft and the Partnership removed the net carrying value of the
Hawaiian airacraft of approximately $2,292,000 and the related nonrecourse notes
and accrued interest payable of approximately $2,991,000 from its respective
accounts (Note 9)
See notes to financial statements.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
1 ORGANIZATION
American Leasing Investors VIII-B, L.P. (the "Partnership") was
organized under the Delaware Revised Uniform Limited Partnership Act as
of November 6, 1985 for the purpose of investing in and leasing
equipment principally in the United States. The Partnership will
terminate on December 31, 2010, or sooner, in accordance with the terms
of the Agreement of Limited Partnership (the "Limited Partnership
Agreement").
Limited partners' units were originally issued at a price value of $500
per unit. A total of 20,442 units of limited partnership interest were
issued for aggregate capital contributions of $10,221,000. In addition,
the general partners contributed a total of $1,000 to the Partnership.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Leases
The Partnership accounts for all of its leases in accordance with the
operating method. Under this method, revenue is recognized on a
straight-line basis and expenses (including depreciation) are charged
to operations as incurred.
Leased equipment and equipment held for sale
The cost of leased equipment and equipment held for sale 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). Depreciation is
not taken on equipment held for sale.
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.
The allowance is inherently subjective and is based upon management's
best estimate of current conditions and assumptions about expected
future conditions.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial statements
The financial statements include only those assets, liabilities and
results of operations, which relate to the business of the Partnership.
Cash and cash equivalents
For the purpose of the statements of cash flows, the Partnership
considers all short-term investments, which have original maturities of
three months or less from the date of issuance to be cash equivalents.
Substantially all of the Partnership's cash and cash equivalents are
held at one financial institution.
Net income and distributions per unit of limited partnership interest
Net income and distributions per unit of limited partnership interest
are computed based upon the number of units outstanding (20,442) during
the year.
Income taxes
No provisions have been made for federal, state and local income taxes,
since they are the personal responsibility of the partners.
The income tax returns of the Partnership are subject to examination by
federal, state and local taxing authorities. Such examinations could
result in adjustments to Partnership income, which changes could effect
the income tax liability of the individual partners.
Reclassifications
Certain reclassifications have been made to the financial statements
shown for the prior years in order to conform to the current year's
classifications.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recently issued accounting pronouncements
The Financial Accounting Standards Board has recently issued several
new accounting pronouncements. Statement No. 128, "Earnings Per Share"
established standards for computing and presenting earnings per share,
and became effective for financial statements for both interim and
annual periods ending after December 15, 1997. Statement No. 129,
"Disclosure of Information about Capital Structure" established
standards for disclosing information about an entity's capital
structure, and became 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 Recently issued accounting pronouncements
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 Partnership does not believe that these new standards
have, or will have a material effect on the Partnership's reported
operating results, per unit 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") were wholly
owned subsidiaries of Integrated Resources, Inc. ("Integrated") through
November 2, 1994. On November 3, 1994, as a result of the consummation
of the reorganization plan relating to Integrated's bankruptcy,
indirect ownership of the Corporate General Partner, Equipment
Management and IREG was purchased by Presidio Capital Corp.
("Presidio"). CDG Associates was the associate general partner of the
Partnership through February 27, 1995. On February 28, 1995, Presidio
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
(continued)
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.
Subject to the rights of the limited partners under the Limited
Partnership Agreement, Presidio controls 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. On August 28, 1997, an affiliate of
NorthStar Capital Partners acquired all of the Class B shares of
Presidio, the corporate parent of the general partners. This
acquisition, when aggregated with previous acquisitions, caused
NorthStar Capital Partners to acquire indirect control of the general
partners. Presidio was also party to an Administrative Services
Agreement with Wexford Management LLC ("Wexford") pursuant to which
Wexford was responsible for the day-to-day management of Presidio and,
among other things, had authority to designate directors of the general
partners.
On November 2, 1997, the Administrative Services Agreement between
Presidio and Wexford expired. Effective November 3, 1997, Wexford and
Presidio entered into a new Administrative Services Agreement (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 the general partners and the Partnership.
Presidio also entered into a management agreement with NorthStar
Presidio Management Company, LLC ("NorthStar Presidio"). Under the
terms of the management agreement, NorthStar Presidio will provide the
day-to-day management of Presidio and its direct and indirect
subsidiaries and affiliates.
Effective November 3, 1997, officers and employees of Wexford that had
served as officers and/or directors of the general partners tendered
their resignations. On the same date, the Board of Directors of
Presidio appointed new individuals to serve as officers and/or
directors of the general partners.
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. During the years
ended December 31, 1996 and 1995, the Partnership incurred expenses of
$18,326 and $18,444, respectively, for such management services. No
such fees were incurred during the year ended December 31, 1997.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
3 CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES
(continued)
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. During the year ended
December 31, 1995, the Partnership incurred partnership management fees
of $4,302. Such amounts are included in fees to affiliates in the
statements of income. No partnership management fees were incurred for
the years ended December 31, 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.
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.
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 to
certain other partnerships in which Equipment Management serves as
general partner. Substantially all costs associated with the retention
of Fieldstone are paid by Equipment Management. The agreement
with Fieldstone was scheduled to expire on 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 with respect to the Partnership pending
the conclusion of such negotiation.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
4 LEASED EQUIPMENT
Leased equipment is summarized as follows:
<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1996
---------- ----------
<S> <C> <C>
Transportation equipment (net of accumulated
depreciation of $4,799,637 in 1996) ........ $ -- $3,083,235
Packaging line equipment (net of accumulated
depreciation of $805,268 and $732,317) ..... 5,308 78,259
---------- ----------
$ 5,308 $3,161,494
========== ==========
</TABLE>
The lease of the Partnership's transportation equipment expired during
January 1997 and the equipment was sold on April 16, 1997 (Note 9).
On June 30, 1994, the Partnership's lease of certain Packaging Line
Equipment with 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
Partnership 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. This action was settled during the course of
trial in early 1998.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
4 LEASED EQUIPMENT (continued)
Xerox, during the course of the litigation, remitted to the Partnership
the fair market rental value of approximately $31,000 for the two year
period from January 1, 1996 through December 31, 1997, as well as a
purchase amount for the equipment of approximately $82,000 which is
effective as of January 1, 1998.
5 ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
December 31
--------------------------
1997 1996
------- -------
<S> <C> <C>
Professional fees ........................ $57,670 $23,811
Operating expenses ....................... 3,362 1,058
Sales and income taxes ................... 1,733 19,239
------- -------
$62,765 $44,108
======= =======
</TABLE>
6 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 this 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.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
7 RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
TO TAX BASIS
The Partnership filed its tax return on a cash basis until 1987 when,
as a requirement of the Tax Reform Act of 1986, it was converted to the
accrual basis of accounting eliminating, over time, most timing
differences with the exception of accelerated depreciation for tax
purposes. A reconciliation of net income per financial statements to
the tax basis of accounting is as follows:
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Net income per financial
statements ................... $ 2,070,316 $ 238,389 $ 886,943
Financial statement depreciation
in excess of tax depreciation 114,380 532,347 522,895
Difference between financial
statements and tax basis of
equipment sold or disposed of 3,008,757 -- 2,291,901
Accrued expenses ............... 67,328 -- --
Difference between financial
statements and tax basis of
advanced rental payments ..... (49,800) -- 49,800
----------- ----------- -----------
Net income per tax basis ....... $ 5,210,981 $ 770,736 $ 3,751,539
=========== =========== ===========
</TABLE>
The differences between the Partnership's net assets per financial
statements and tax basis of accounting are as follows.
<TABLE>
<CAPTION>
December 31,
------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net assets per financial statements ...... $ 182,343 $ 3,315,445
Net carrying value of equipment .......... (5,308) (3,128,445)
Syndication costs ........................ 1,149,750 1,149,750
Accrued expenses ......................... 67,328 --
Deferred income .......................... -- 49,800
----------- -----------
Net assets per tax basis ................. $ 1,394,113 $ 1,386,550
=========== ===========
</TABLE>
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
8 MAJOR LESSEES
Revenues from equipment leased to individual lessees, which generated
10% or more of rental revenues, are as follows:
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
One Hawker Siddeley 125-800A aircraft $ 73,871 $866,575 $866,575
% of rental revenues ................. 83% 95% 94%
Packaging Line Equipment ............. $ 15,407 $ -- --
% of rental revenues ................. 17% -% -%
</TABLE>
9 EQUIPMENT SALES
DuPont Aircraft
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 $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.
Hawaiian Aircraft
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 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.
<PAGE>
AMERICAN LEASING INVESTORS VIII-B, L.P.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 and 1995
9 EQUIPMENT SALES (continued)
Hawaiian Aircraft (continued)
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. In August 1995, the
Partnership removed the net carrying value of the Hawaiian Aircraft of
approximately $2,292,000 (which included an allowance for equipment
impairment of $2,493,000 previously provided) 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.
10 COMMITMENTS AND CONTINGENCIES
In January 1998, The Partnership received proposed notices of
assessment from the City of New York, Department of Finance with
respect to Unincorporated Business Tax ("UBT") of approximately
$130,000 for the years 1992, 1993 and 1994. The City of New York is
alleging that UBT is owed by the Partnership with respect to conducting
business in New York City.
Final assessments have not yet been issued. The Partnership intends to
vigorously contest the assessment. Although there can be no assurance
that the Partnership will be successful in its contest of the
assessment, the Partnership believes the assessment is without merit.
The Partnership has not recorded any provision or liability as a result
of the proposed notices of assessment.
<PAGE>
<TABLE>
<CAPTION>
AMERICAN LEASING INVESTORS VIII-B, L.P.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions
----------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other Additions End
Description of Period Expenses Accounts (Deductions) of Period
----------- --------- -------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997
Equipment held for sale, valuation
allowance for equipment
impairment
Transportation equipment $ - $ - $ - $ - $ -
Allowance for uncollectible accounts -
accounts receivable - - - - -
---------- -------- -------- ----------- --------
$ - $ - $ - $ - $ -
========== ========= ========= =========== =========
YEAR ENDED DECEMBER 31, 1996
Equipment held for sale, valuation
allowance for equipment
impairment
Transportation equipment $ - $ - $ - $ - $ -
Allowance for uncollectible accounts -
accounts receivable - - - - -
---------- --------- --------- ----------- ---------
$ - $ - $ - $ - $ -
========== ========= ========= =========== =========
YEAR ENDED DECEMBER 31, 1995
Equipment held for sale, valuation
allowance for equipment
impairment
Transportation equipment $2,493,000 $ - $ - $(2,493,000) (A) $ -
Allowance for uncollectible accounts -
accounts receivable 866,584 - - (866,584) (B) -
-------- --------- --------- ---------- ---------
$3,359,584 $ - $ - $(3,359,584) $ -
=========== ========= ========= =========== =========
</TABLE>
(A) Represents valuation allowance for equipment impairment relating to certain
transportation equipment disposed of during 1995.
(B) Represents allowance for uncollectible accounts relating to assets which
were disposed of during 1995.
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
<PAGE>
PART III
Item 10. Directors and Executive Officers of Registrant
Registrant has no officers or directors. The Managing General Partner manages
and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
officers and directors of the Corporate General Partner and the Associate
General Partner, in their respective capacities as such, do not devote any
material amount of their business time and attention to Registrant's affairs.
The names and positions held by the officers and directors of the Managing
General Partner are described below. The officers and directors of the Corporate
General Partner are the same as the officers and directors of the Managing
General Partner.
<TABLE>
<CAPTION>
Has served as a
Director and/or
Officer of the
Managing Partner
Name Age Position Held since
---- --- ------------- -----
<S> <C> <C> <C>
W. Edward Scheetz 33 Director November 1997
David Hamamoto 38 Director November 1997
Richard Sabella 42 President, Director November 1997
David King 35 Executive VP, Director, Assistant November 1997
Treasurer
Lawrence R. Schachter 41 Senior VP, Chief Financial Officer January 1998
Kevin Reardon 39 VP, Secretary, Treasurer, Director November 1997
Allan B. Rothschild 36 Executive VP December 1997
Marc Gordon 33 VP November 1997
Charles Humber 24 VP November 1997
Adam Anhang 24 VP November 1997
Gregory Peck 23 Assistant Secretary November 1997
</TABLE>
Each director and officer of the Managing General Partner and of the Corporate
General Partner will hold office until his successor is elected and qualified.
The Managing General Partner also acts as the managing general partner of
National Lease Income Fund 6 L.P. The foregoing partnership is or was in the
past engaged in the acquisition, leasing and disposition of equipment.
There are no family relationships between or among any of the directors and/or
executive officers of the Managing General Partner.
W. Edward Scheetz co-founded NorthStar Capital Partners with David Hamamoto in
July 1997, having previously been a partner at Apollo Real Estate Advisors L.P.
since 1993. From 1988 to 1993, Mr. Scheetz was a principal with Trammell Crow
Ventures.
David Hamamoto co-founded NorthStar Capital Partners with W. Edward Scheetz in
July 1997, having previously been a partner and a co-head of the Real Estate
Principal Investment Area at Goldman, Sachs & Co., where he initiated the effort
to build a real estate principal investment business in 1988 under the auspices
of the Whitehall Funds.
<PAGE>
Richard Sabella joined NorthStar Capital Partners in November 1997, having
previously been the head of real estate and a partner at the law firm of Cahill,
Gordon & Reindel since 1989. Mr. Sabella has also been associated with the law
firms of Milgrim, Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine & Moore.
David King joined NorthStar Capital Partners in November 1997, having previously
been a Senior Vice President of Finance at Olympia & York Companies (USA). Prior
to joining Olympia & York in 1990, Mr. King worked for Bankers Trust in its real
estate finance group.
Lawrence R. Schachter joined NorthStar Presidio in January 1998, having
previously held the position as Controller at CB Commercial/Hampshire, LLC from
1996 to 1997. Prior to joining CB, Mr. Schachter held the position of Controller
at Goodrich Associates in 1996 and at Greenthal/Harlan Realty Services Co. from
1992 to 1995. Mr. Schachter, who holds a CPA, graduated from Miami University
(Ohio).
Kevin Reardon joined NorthStar Capital Partners in October 1997, having
previously held the position of Controller at Lazard Freres Real Estate
Investors from 1996 to 1997. Prior to joining Lazard Freres, Mr. Reardon was the
Director of Finance in charge of European expansion at the law firm of Dewey
Ballantine from 1993 to 1996. Prior to 1993, Mr. Reardon held a financial
position at Hearst - ABC - Viacom Entertainment Services. Mr. Reardon, who holds
a CPA, graduated from Fordham University with a B.S. in Accounting.
Allan B. Rothschild joined NorthStar Presidio in December 1997, having
previously been the Senior Vice President and General Counsel of Newkirk Limited
Partnership where he managed a large portfolio of net-leased real estate assets.
Prior to joining Newkirk in September 1995, Mr. Rothschild was associated with
the law firm of Proskauer, Rose LLP in its real estate group.
Marc Gordon joined NorthStar Capital Partners in October 1997, having previously
been a Vice President in the Real Estate Investment Banking Group at Merrill
Lynch where he executed corporate finance and strategic transactions for public
and private real estate ownership companies, including REITs, real estate
service companies, and real estate intensive operating companies. Prior to
joining Merrill Lynch in 1993, Mr. Gordon was in the Real Estate and Banking
Group at the law firm of Irell & Manella. Mr. Gordon graduated from Dartmouth
College with an A.B. in economics and also holds a J.D. from the UCLA School of
Law.
Charles Humber joined NorthStar Capital Partners in September 1997, having
previously worked for Merrill Lynch's Real Estate Investment Banking Group from
1996 to 1997. Mr. Humber graduated from Brown University with a B.A. in
international relations and organizational behavior and management which is
where he was prior to 1996.
Adam Anhang joined NorthStar Capital Partners in August 1997, having previously
worked for The Athena Group's Russia and Former Soviet Union development team
from 1996 to 1997. Mr. Anhang graduated from the Wharton School of the
University of Pennsylvania with a B.S. in economics with concentrations in
finance and real estate, which is where he was prior to 1996.
Gregory Peck joined NorthStar Capital Partners in July 1997, having previously
worked for the Morgan Stanley Realty Real Estate Funds (MSREF) and Morgan
Stanley's Real Estate Investment Banking Group from 1996 to 1997. Prior to
joining Morgan Stanley, Mr. Peck worked for Lazard Freres & Co. LLC in the Real
Estate Investment Banking Group from 1994 to 1996. Mr. Peck graduated from
Columbia College with an A.B. in mathematics and an A.B. in economics.
<PAGE>
Messrs. Scheetz, Hamamoto, Sabella, King and Reardon also serve as directors of
the general partners of the following limited partnerships whose limited
partnership units are registered under Section 12 of the Exchange Act: Aircraft
Income Partners, L.P., Resources Pension Shares 5, L.P., Vista Properties,
Resources Accrued Mortgage Investors 2, L.P., Resources Accrual Mortgage
Investors Series 86, L.P., Integrated Resources High Equity Partners - Series
85, High Equity Partners, L.P. - Series 86 and High Equity Partners, L.P. -
Series 88.
Presidio Boram Corp., the Associate General Partner, is a Wholly-owned
subsidiary of Presidio whose directors are Messrs. Scheetz, Hamamoto, Sabella,
King and Reardon.
Registrant believes, based on written representations received by it, that for
1997 all filing requirements under Section 16(a) of the Securities Exchange Act
of 1934 applicable to beneficial owners of Registrant's securities, Registrant's
general partners and the officers and directors of such general partners, were
complied with.
Item 11. Executive Compensation
Registrant is not required to pay the officers or directors of the General
Partners any remuneration. The Managing General Partner does not presently pay
any remuneration to any of its officers or directors. See Item 13, "Certain
Relationships and Related Transactions."
In addition, certain officers and directors of the Managing General Partner
receive compensation from affiliates of the Managing General Partner (but not
from Registrant) for services performed for various affiliated entities, which
may include services performed for Registrant; however, the Managing General
Partner believes that any compensation attributable to services performed for
Registrant is immaterial. See Item 13, "Certain Relationships and Related
Transactions."
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 1, 1998, no person owned of record or was known by Registrant to own
beneficially more than 5% of the Units of Registrant.
As of March 1, 1998, neither the General Partners nor their officers and
directors were known by Registrant to beneficially own Units or shares of
Presidio, the parent of the General Partners.
<PAGE>
To the knowledge of the Registrant, the following sets forth
certain information regarding ownership of the Class A shares of Presidio as of
March 11, 1998 (except as otherwise noted) by (i) each person or entity who owns
of record or beneficially five percent or more of the Class A shares, (ii) each
director and executive officer of Presidio, and (iii) all directors and
executive officers of Presidio as a group. To the knowledge of Presidio, each of
such shareholders has sole voting and investment power as to the shares shown
unless otherwise noted.
All outstanding shares of Presidio are owned by Presidio
Capital Investment Company, LLC ("PCIC"), a Delaware limited liability company.
The interests in PCIC (and beneficial ownership in Presidio) are held as
follows:
<TABLE>
<CAPTION>
Percentage Ownership
in PCIC and Percentage
Beneficial Ownership
Name of Beneficial Owner in Presidio
------------------------ -----------------------
<S> <C>
Five Percent Holders:
Presidio Holding Company, LLC(1) 71.93%
AG Presidio Investors, LLC(2) 14.12%
DK Presidio Investors, LLC(3) 8.45%
Stonehill Partners, L.P.(4) 5.50%
</TABLE>
The holdings of the directors and executive officers of Presidio are as follows:
<TABLE>
<CAPTION>
<S> <C>
Directors and Officers:
Adam Anhang(5) 0%
Marc Gordon(5) 0%
David Hamamoto(5) 71.93%
Charles Humber(5) 0%
David King(5) 0%
Gregory Peck(5) 0%
Kevin Reardon(5) 0%
Allan Rothschild(5) 0%
Richard J. Sabella(5) 0%
Lawrence Schachter(5) 0%
W. Edward Scheetz(5) 71.93%
Directors and Officers as a group: 71.93%
</TABLE>
(1) Presidio Holding Company, LLC is a New York limited liability
company whose address is 527 Madison Avenue, 16th Floor, New
York, New York 10022. PHC has two members, Polaris Operating
LLC ("Polaris") which holds a 1% interest, and Northstar
Operating, LLC ("Northstar") which holds a 99% interest.
Polaris is a Delaware limited liability company whose address
is 527 Madison Avenue, 16th Floor, New York, New York 10022.
Polaris has two members, Sextant Operating Corp. ("Sextant"),
<PAGE>
which holds a 1% interest, and Northstar, which holds a 99%
interest. Sextant is a Delaware corporation whose address is
527 Madison Avenue, 16th Floor, New York, New York 10022 and
whose sole shareholder is Northstar. Northstar is a Delaware
limited liability company whose address is 527 Madison Avenue,
16th Floor, New York, New York 10022. Northstar has two
members, Northstar Capital Partners ("NCP"), which holds a 99%
interest, and Northstar Capital Holdings I, LLC ("NCHI"),
which holds a 1% interest. Both NCP and NCHI are Delaware
limited liability companies, whose business address is 527
Madison Avenue, 16th Floor, New York, New York 10022. NCP has
two members, NCHI, which holds a 74.75% interest, and
Northstar Capital Holdings II LLC ("NCHII"), which holds a
25.25% interest. The business address for NCHII, a Delaware
limited liability company is 527 Madison Avenue, 16th Floor,
New York, New York 10022. NCHII has three members, NCHI, which
holds a 99% interest, Edward Scheetz, who holds a 0.5%
interest and David Hamamoto, who holds a 0.5% interest. Mr.
Scheetz, a U.S. citizen whose business address is 527 Madison
Avenue, 16th Floor, New York, New York 10022, is a founding
member of NCP. Mr. Hamamoto, a U.S. citizen whose business
address is 527 Madison Avenue, 16th Floor, New York, New York
10022, is a founding member of NCP. NCHI has two members, Mr.
Scheetz and Mr. Hamamoto, each of whom holds a 50% interest.
Pursuant to that certain Amended and Restated Pledge and
Security Agreement (the "Pledge Agreement") dated March 5,
1998 made by PHC in favor of Credit Suisse First Boston
Mortgage Capital LLC ("CSFB"), PHC pledged all of its
membership interest in PCIC to CSFB as security for loans
issued under the Loan Agreement dated as of February 20, 1998
by and among PHC and CSFB and the First Amendment thereon
dated March 5, 1998 (together, the "Loan Agreement"). The
Pledge Agreement and Loan Agreement contain standard default
and event of default provisions which may at a subsequent date
result in a change of control of PCIC and, therefore, the
Registrant.
(2) Each of Angelo, Gordon & Co., L.P., as sole manager of AG
Presidio Investors, LLC, and John M. Angelo and Michael L.
Gordon, as general partners of the general partner of Angelo,
Gordon & Co., L.P. may be deemed to beneficially own for
purposes of Rule 13d-3 of the Exchange Act the securities
beneficially owned by AG Presidio Investors, LLC. Each of John
M. Angelo and Michael L. Gordon disclaim such beneficial
ownership. The business address for such persons is c/o
Angelo, Gordon & Co, L.P., 345 Park Avenue, 26th Floor, New
York, New York 10167.
(3) M.H. Davidson & Company, Inc., as sole manager of DK Presidio
Investors, LLC may be deemed to beneficially own for purposes
of Rule 13d-3 of the Exchange Act, the securities beneficially
owned by DK Presidio Investors, LLC. The business address for
such person is c/o M.H. Davidson & Company, 885 Third Avenue,
New York, New York 10022.
<PAGE>
(4) Includes shares of PCIC beneficially owned by Stonehill
Offshore Partners Limited and Stonehill Institutional
Partners, L.P. John A. Motulsky is a managing general partner
of Stonehill Partners, L.P., a managing member of the
investment advisor to Stonehill Offshore Partners Limited and
is a general partner of Stonehill Institutional Partners, L.P.
John A. Motulsky disclaims beneficial ownership of the shares
held by these entities. The business address for such person
is c/o Stonehill Investment Corporation, 110 East 59th Street,
New York, New York 10022.
(5) The business address for such person is 527 Madison Avenue,
16th Floor, New York, New York 10022.
Item 13. Certain Relationships and Related Transactions
The following sums were paid to affiliates by Registrant for services rendered
to Registrant during 1997:
<TABLE>
<CAPTION>
Name of Recipient Capacity in Which Served Compensation
- ----------------- ------------------------ ------------
<S> <C> <C>
ALI Equipment Management Corp. Managing General Partner $ 41,628 (1)
Presidio Boram Corp. Associate General Partner $ 5,203 (2)
ALI Capital Corp. Corporate General Partner $ 5,203 (3)
IREG Affiliated Equipment Broker,
Equipment Manager and Partnership Manager $ - (4)
</TABLE>
(1) This amount represents distributions of distributable cash from sales
and operations paid to the Managing General Partner for 1997. Pursuant
to the Limited Partnership Agreement, 1% of the income or loss of
Registrant is allocated to the General Partners (1/10 of 1% to the
Associate General Partner, 1/10 of 1% to the Corporate General Partner
and 8/10 of 1% to the Managing General Partner). Pursuant thereto, for
1997, $41,816 of Registrant's taxable income was allocated to the
Managing General Partner.
<PAGE>
(2) These amounts represent distributions of distributable cash from sales
and operations paid to the Associate General Partner for 1997.
Additionally, pursuant to the Limited Partnership Agreement described
in footnote (1) above, for 1997, $5,211 of Registrant's taxable income
was allocated to the Associate General Partner.
(3) This amount represents distributions of distributable cash from sales
paid to the Corporate General Partner for 1997. Additionally, pursuant
to the Limited Partnership Agreement described in footnote (1) above,
for 1997, $5,211 of Registrant's taxable income was allocated to the
Corporate General Partner.
(4) IREG provides equipment management services to Registrant pursuant to
the Management Agreement, for a fee based upon a percentage of
Registrant's gross revenues from the equipment in its portfolio. Such
Equipment Management Fees aggregated $0 for 1997. Pursuant to the
Management Agreement referred to above, IREG is also entitled to
receive partnership management fees of 4% of the cash from operations.
The Registrant did not incur any such fees for 1997. Item 7,
"Management's Discussion and Analysis of Financial Condition and
Results of Operations," for a discussion of the possible impact of
declining equipment management fees on IREG and Registrant.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a)1. Financial Statements (see Index to Financial Statements and
Supplemental Data in Item 8).
(a)2. Financial Statement Schedule
II -- Valuation and Qualifying Accounts (see Index to Financial Statements
and Supplemental Data in Item 8).
(a)3. Exhibits
3, 4 Agreement of Limited Partnership of Registrant is incorporated by
reference to Exhibit A to the Prospectus of Registrant dated March 26,
1986 (File No. 33-1511), filed pursuant to Rule 424 of the Securities
Act of 1933, as amended.
3(b) Amendment to Certificate of Limited Partnership.
10(a) Management Agreement between Registrant and ALI Leasing Service Corp.
incorporated by reference to Exhibit 10(b) to Form S-1 Registration
Statement under the Securities Act of 1933, File No. 33-1511.
10(b) Acquisition and Disposition Services Agreement between Registrant and
ALI Leasing Service Corp. incorporated by reference to Exhibit 10(c) to
Form S-1 Registration Statement under the Securities Act of 1933, File
No. 33-1511.
10(c) Agreement entered into among CDG Associates, ALI Equipment Management
Corp. and Integrated Resources, Inc., incorporated by reference to
Exhibit 10(d) to Form S-1 Registration Statement under the Securities
Act of 1933, File No. 33-1511.
10(d) Bill of Sale dated as of December 16, 1985 between National Lease
Income Fund 3, as Seller, and American Leasing Investors VIII-B, L.P.,
as Purchaser, incorporated by reference to Exhibit 10(g) to Amendment
No. 1 to Form S-1 Registration Statement under the Securities Act of
1933, File No. 33-1511.
10(e) Lease Schedule dated as of December 16, 1985 between American Leasing
Investors VIII-B, L.P., as Owner, and Clark O'Neill, Inc., as Lessee,
incorporated by reference to Exhibit 10(h) to Amendment No. 1 to
Registration Statement on Form S-1 under the Securities Act of 1933,
File No. 33-1511.
10(f) Master Lease dated as of October 1, 1983 between National Lease Income
Fund 2, as Lessor, and Clark O'Neill, Inc., as Lessee, incorporated by
reference to Exhibit 10(i) to Amendment No. 1 to Registration Statement
on Form S-1 under the Securities Act of 1933, File No. 33-1511.
10(g) Aircraft Lease (N60RA) dated as of December 16, 1986 between First
Security Bank of Utah, N.A. (as trustee), as Lessor, and Hawaiian
Airlines, Inc., as Lessee, regarding one (1) de Havilland DHC Dash 7
Series 102 Aircraft (serial no. 78), incorporated by reference to
Exhibit 10(j) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
<PAGE>
10(h) Assignment of Purchase Agreement dated as of December 16, 1986 between
Hawaiian Airlines, Inc. (the Assignor) and First Security Bank of Utah,
N.A. (the Assignee), incorporated by reference to Exhibit 10(k) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No.
0-15801.
10(i) Aircraft Lease (N890S) dated as of December 17, 1986 between First
Security Bank of Utah, N.A. (as trustee), as Lessor, and Hawaiian
Airlines, Inc., as Lessee, regarding One (1) de Havilland DHC Dash 7
Series 102 Aircraft (serial no. 13), incorporated by reference to
Exhibit 10(l) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
10(j) Bill of Sale dated as of December 17, 1986 between Hawaiian Airlines,
Inc., as Seller, and First Security Bank of Utah, N.A., as Purchaser,
incorporated by reference to Exhibit 10(m) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(k) Purchase Agreement dated as of July 25, 1986 between Northern Telecom
Inc., as Seller, and Champion International Corporation, as Purchaser,
regarding two (2) telecommunications systems, incorporated by reference
to Exhibit 10(n) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1986, File No. 0-15801.
10(l) Assignment of Purchase Agreement dated as of October 31, 1986 between
Champion International Corporation, as Assignor, and American Leasing
Investors VIII-B, L.P., as Assignee, incorporated by reference to
Exhibit 10(o) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
10(m) Master Lease dated as of October 31, 1986 between American Leasing
Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, incorporated by reference to Exhibit 10(p) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(n) Loan and Security Agreement dated as of October 31, 1986 between Chase
Lincoln Lease/Way, Inc., as Lender, and American Leasing Investors
VIII-B, L.P., as Borrower, incorporated by reference to Exhibit 10(q)
to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No.
0-15801.
10(o) Collateral Assignment of Lease dated as of October 31, 1986 between
American Leasing Investors VIII-B, L.P., as Lessor, and Chase Lincoln
Lease/Way, Inc., as Assignee, incorporated by reference to Exhibit
10(r) to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, File No.
0-15801.
10(p) Limited Recourse Note dated as of December 30, 1986 between American
Leasing Investors VIII-B, L.P., as Maker, and Chase Lincoln Lease/Way,
Inc., as Lender, incorporated by reference to Exhibit 10(s) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-1580l.
<PAGE>
10(q) Bill of Sale dated December 31, 1986 between Northern Telecom Inc., as
Vendor, and American Leasing Investors VIII-B, L.P., as Customer,
incorporated by reference to Exhibit 10(t) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(r) Lease Agreement dated as of September 1, 1986 between Integrated
Equipment Holding Corp., as Lessor, and E.I. DuPont de Nemours and
Company, as Lessee, incorporated by reference to Exhibit 10(u) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(s) Secured Promissory Note dated September 12, 1986 between Integrated
Equipment Holding Corp., as Maker, and Nationwide Life Insurance
Company, as the Secured Party, incorporated by reference to Exhibit
10(v) to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, File No. 0-15801.
10(t) Assignment of Leasing Agreement dated as of September 1, 1986 between
Integrated Equipment Holding Corp., as Assignor, and Nationwide Life
Insurance Company, as Assignee, and Consent To Assignment of Leasing
Agreement dated as of September 1, 1986 between E.I. DuPont de Nemours
and Company, as Lessee, and Assignor and Assignee listed above,
incorporated by reference to Exhibit 10(w) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(u) Sales Contract dated August 19, 1986 between British Aerospace, Inc.,
as Seller, and Integrated Equipment Holding Corp., as Buyer,
incorporated by reference to Exhibit 10(x) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(v) Aircraft Modification Agreement dated August 19, 1986 between Arkansas
Modification Center, Inc., as Contractor, and Integrated Equipment
Holding Corp., as Owner, incorporated by reference to Exhibit 10(y) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(w) Aircraft Bill of Sale dated September 12, 1986 between Integrated
Equipment Holding Corp., as Purchaser, and British Aerospace, Inc., as
Seller, incorporated by reference to Exhibit 10(z) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986,
File No. 0-15801.
10(x) Bill of Sale dated as of October 10, 1986 between Integrated Equipment
Holding Corp., as Seller, and First Security Bank of Utah, N.A., as
Buyer, incorporated by reference to Exhibit 10(aa) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986,
File No. 0-15801.
10(y) Trailer Lease Agreement dated as of January 1, 1987 between American
Leasing Investors VIII-B, L.P., as Lessor, and Marx Truck Trailer
Sales, Inc., as Lessee, incorporated by reference to Exhibit 10(bb) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 0-15801.
<PAGE>
10(z) Amendment A to Equipment Schedule No. 1 dated as of December 16, 1991
under Master Lease dated as of October 31, 1986 between American
Leasing Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, is incorporated by reference to Exhibit 10(z)
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 0-15801.
10(aa) Amendment A to Equipment Schedule No. 2 dated as of December 16, 1991
under Master Lease dated as of October 31, 1986 between American
Leasing Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, is incorporated by reference to Exhibit 10(aa)
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 0-15801.
10(bb) Lease Amendment Number Three, dated July 1, 1992, to Lease dated
December 16, 1986 between Hawaiian Airlines, Inc., as Lessee, and First
Security Bank of Utah, N.A., not in its individual capacity, but solely
as trustee under the Trust Agreement for the benefit of American
Leasing Investors VIII-B, L.P., dated as of December 16, 1986, as
Lessor, as amended and supplemented by Lease Supplement No. 1 dated
December 31, 1986, Amendment Number One dated January 1, 1987, and
Lease Amendment Number Two dated February 1, 1988, is incorporated by
reference to Exhibit 10(bb) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(cc) Amendment Number Two to Mortgage and Loan Agreement dated as of July 1,
1992 between First Security Bank of Utah, N. A., not in its individual
capacity, but solely as trustee under the Trust Agreement for the
benefit of American Leasing Investors VIII-B, L.P., dated as of
December 16, 1986, as Borrower, and Federal Deposit Insurance
Corporation, as receiver for Goldome, successor to Goldome FSB, as
Lender, dated November 12, 1992, and accompanying Promissory Note in
the principal amount of $1,763,822.58, is incorporated by reference to
Exhibit 10(cc) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
10(dd) Lease Amendment Number Three, dated as of July 1, 1992, to Lease dated
December 17, 1986 between Hawaiian Airlines, Inc., as Lessee, and First
Security Bank of Utah, N.A., not in its individual capacity, but solely
as trustee under the Trust Agreement for the benefit of American
Leasing Investors VIII-B, L.P., dated as of December 17, 1986, as
Lessor, as amended and supplemented by Lease Supplement No. 1 dated
December 31, 1986, Amendment Number One dated January 1, 1987, and
Lease Amendment Number Two dated February 1, 1988, is incorporated by
reference to Exhibit 10(dd) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(ee) Amendment Number Two to Mortgage and Loan Agreement dated as of July 1,
1992 between First Security Bank of Utah, N.A., not in its individual
capacity, but solely as trustee under the Trust Agreement for the
benefit of American Leasing Investors VIII-B, L.P., dated as of
December 17, 1986, as Borrower, and Federal Deposit Insurance
Corporation, as receiver for Goldome, successor to Goldome FSB, as
Lender, dated November 12, 1992, and accompanying Promissory Note in
the principal amount of $1,671,209.34, is incorporated by reference to
Exhibit 10(ee) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
<PAGE>
10(ff) Lease Supplement No. 3, dated October 22, 1992, to Lease Agreement
between Integrated Equipment Holding Corp. ("Integrated"), as Lessor,
and E.I. DuPont de Nemours and Company, as Lessee, dated September 1,
1986, as supplemented by Unit Record of Lease dated September 12, 1986,
as assigned by Integrated under the Purchase, Assignment and Assumption
Agreement dated as of October 10, 1986 to First Security Bank of Utah,
N.A., not in its individual capacity, but solely as trustee under a
Trust Agreement for the benefit of American Leasing Investors VIII-B,
L.P., dated October 10, 1986, as amended by Lease Supplement Nos. 1 and
2, dated January 22, 1987 and December 20, 1989, respectively, is
incorporated by reference to Exhibit 10(ff) of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, File
No. 0-15801.
10(gg) First Amendment to Loan and Security Agreement, dated as of October 22,
1992, between First Security Bank of Utah, N.A., not in its individual
capacity, but solely as Trustee under a Trust Agreement for the benefit
of American Leasing Investors VIII-B, L.P., dated as of October
10,1986, between American Leasing Investors VIII-B, L.P., as Trustee,
and Nationwide Life Insurance Company and accompanying Secured
Promissory Note in the amount of $344,987.84, is incorporated by
reference to Exhibit 10(gg) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(hh) Notice from Marx Truck Trailer Sales to IREG, dated February 26, 1993,
regarding direct sale of (19) 1987 Trailmobile Trailers to Action
Carrier for $14,000 per trailer is incorporated by reference to Exhibit
10(hh) of Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 0-15801, is incorporated by reference
to Exhibit 10(hh) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
10(ii) Bill of Sale, dated March 16, 1993 of American Leasing Investors
VIII-B, L.P. (Seller) to Action Carrier, Inc. (Purchaser) regarding
(19) 1987 Trailmobile Refrigerated Van Trailers, Model IANIUAL, is
incorporated by reference to Exhibit 10(ii) of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, File
No. 0-15801.
10(jj) Amendment No. 1 to Equipment Lease No. 6, dated as of October 18, 1995,
between American Leasing Investors VIII-B, L.P., as lessor and Xerox
Corporation, as lessee is incorporated by reference to Exhibit 10(jj)
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, File No. 0-15801.
(b) Current Reports on Form 8-K filed during the last quarter of
Registrant's fiscal year:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 14th day of April 1998.
AMERICAN LEASING INVESTORS VIII-B, L.P.
By: ALI EQUIPMENT MANAGEMENT CORP.
Managing General Partner
Date
----
By: /s/ Richard Sabella April 14, 1998
-------------------
Richard Sabella
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant in their
capacities as directors and/or officers (as to the Managing General Partner) on
the date indicated below.
Signature Title Date
--------- ----- ----
/s/ Lawrence Schachter Senior Vice President and April 14, 1998
- ----------------------- Chief Financial Officer
Lawrence Schachter
/s/ Richard Sabella Director and President April 14, 1998
- -------------------
Richard Sabella
/s/ David King Director and Executive April 14, 1998
- -------------- Vice President
David King
/s/ Kevin Reardon Director and Vice President, April 14, 1998
- ----------------- Treasurer and Secretary
Kevin Reardon
<PAGE>
EXHIBIT INDEX
Exhibits
3, 4 Agreement of Limited Partnership of Registrant is incorporated by
reference to Exhibit A to the Prospectus of Registrant dated March 26,
1986 (File No. 33-1511), filed pursuant to Rule 424 of the Securities
Act of 1933, as amended.
3(b) Amendment to Certificate of Limited Partnership.
10(a) Management Agreement between Registrant and ALI Leasing Service Corp.
incorporated by reference to Exhibit 10(b) to Form S-1 Registration
Statement under the Securities Act of 1933, File No. 33-1511.
10(b) Acquisition and Disposition Services Agreement between Registrant and
ALI Leasing Service Corp. incorporated by reference to Exhibit 10(c) to
Form S-1 Registration Statement under the Securities Act of 1933, File
No. 33-1511.
10(c) Agreement entered into among CDG Associates, ALI Equipment Management
Corp. and Integrated Resources, Inc., incorporated by reference to
Exhibit 10(d) to Form S-1 Registration Statement under the Securities
Act of 1933, File No. 33-1511.
10(d) Bill of Sale dated as of December 16, 1985 between National Lease
Income Fund 3, as Seller, and American Leasing Investors VIII-B, L.P.,
as Purchaser, incorporated by reference to Exhibit 10(g) to Amendment
No. 1 to Form S-1 Registration Statement under the Securities Act of
1933, File No. 33-1511.
10(e) Lease Schedule dated as of December 16, 1985 between American Leasing
Investors VIII-B, L.P., as Owner, and Clark O'Neill, Inc., as Lessee,
incorporated by reference to Exhibit 10(h) to Amendment No. 1 to
Registration Statement on Form S-1 under the Securities Act of 1933,
File No. 33-1511.
10(f) Master Lease dated as of October 1, 1983 between National Lease Income
Fund 2, as Lessor, and Clark O'Neill, Inc., as Lessee, incorporated by
reference to Exhibit 10(i) to Amendment No. 1 to Registration Statement
on Form S-1 under the Securities Act of 1933, File No. 33-1511.
10(g) Aircraft Lease (N60RA) dated as of December 16, 1986 between First
Security Bank of Utah, N.A. (as trustee), as Lessor, and Hawaiian
Airlines, Inc., as Lessee, regarding one (1) de Havilland DHC Dash 7
Series 102 Aircraft (serial no. 78), incorporated by reference to
Exhibit 10(j) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
10(h) Assignment of Purchase Agreement dated as of December 16, 1986 between
Hawaiian Airlines, Inc. (the Assignor) and First Security Bank of Utah,
N.A. (the Assignee), incorporated by reference to Exhibit 10(k) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
<PAGE>
10(i) Aircraft Lease (N890S) dated as of December 17, 1986 between First
Security Bank of Utah, N.A. (as trustee), as Lessor, and Hawaiian
Airlines, Inc., as Lessee, regarding One (1) de Havilland DHC Dash 7
Series 102 Aircraft (serial no. 13), incorporated by reference to
Exhibit 10(l) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
10(j) Bill of Sale dated as of December 17, 1986 between Hawaiian Airlines,
Inc., as Seller, and First Security Bank of Utah, N.A., as Purchaser,
incorporated by reference to Exhibit 10(m) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(k) Purchase Agreement dated as of July 25, 1986 between Northern Telecom
Inc., as Seller, and Champion International Corporation, as Purchaser,
regarding two (2) telecommunications systems, incorporated by reference
to Exhibit 10(n) to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1986, File No. 0-15801.
10(l) Assignment of Purchase Agreement dated as of October 31, 1986 between
Champion International Corporation, as Assignor, and American Leasing
Investors VIII-B, L.P., as Assignee, incorporated by reference to
Exhibit 10(o) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15801.
10(m) Master Lease dated as of October 31, 1986 between American Leasing
Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, incorporated by reference to Exhibit 10(p) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(n) Loan and Security Agreement dated as of October 31, 1986 between Chase
Lincoln Lease/Way, Inc., as Lender, and American Leasing Investors
VIII-B, L.P., as Borrower, incorporated by reference to Exhibit 10(q)
to Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(o) Collateral Assignment of Lease dated as of October 31, 1986 between
American Leasing Investors VIII-B, L.P., as Lessor, and Chase Lincoln
Lease/Way, Inc., as Assignee, incorporated by reference to Exhibit
10(r) to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, File No. 0-15801.
10(p) Limited Recourse Note dated as of December 30, 1986 between American
Leasing Investors VIII-B, L.P., as Maker, and Chase Lincoln Lease/Way,
Inc., as Lender, incorporated by reference to Exhibit 10(s) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-1580l.
10(q) Bill of Sale dated December 31, 1986 between Northern Telecom Inc., as
Vendor, and American Leasing Investors VIII-B, L.P., as Customer,
incorporated by reference to Exhibit 10(t) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
<PAGE>
10(r) Lease Agreement dated as of September 1, 1986 between Integrated
Equipment Holding Corp., as Lessor, and E.I. DuPont de Nemours and
Company, as Lessee, incorporated by reference to Exhibit 10(u) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(s) Secured Promissory Note dated September 12, 1986 between Integrated
Equipment Holding Corp., as Maker, and Nationwide Life Insurance
Company, as the Secured Party, incorporated by reference to Exhibit
10(v) to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, File No. 0-15801.
10(t) Assignment of Leasing Agreement dated as of September 1, 1986 between
Integrated Equipment Holding Corp., as Assignor, and Nationwide Life
Insurance Company, as Assignee, and Consent To Assignment of Leasing
Agreement dated as of September 1, 1986 between E.I. DuPont de Nemours
and Company, as Lessee, and Assignor and Assignee listed above,
incorporated by reference to Exhibit 10(w) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(u) Sales Contract dated August 19, 1986 between British Aerospace, Inc.,
as Seller, and Integrated Equipment Holding Corp., as Buyer,
incorporated by reference to Exhibit 10(x) to Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1986, File
No. 0-15801.
10(v) Aircraft Modification Agreement dated August 19, 1986 between Arkansas
Modification Center, Inc., as Contractor, and Integrated Equipment
Holding Corp., as Owner, incorporated by reference to Exhibit 10(y) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1986, File No. 0-15801.
10(w) Aircraft Bill of Sale dated September 12, 1986 between Integrated
Equipment Holding Corp., as Purchaser, and British Aerospace, Inc., as
Seller, incorporated by reference to Exhibit 10(z) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986,
File No. 0-15801.
10(x) Bill of Sale dated as of October 10, 1986 between Integrated Equipment
Holding Corp., as Seller, and First Security Bank of Utah, N.A., as
Buyer, incorporated by reference to Exhibit 10(aa) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1986,
File No. 0-15801.
10(y) Trailer Lease Agreement dated as of January 1, 1987 between American
Leasing Investors VIII-B, L.P., as Lessor, and Marx Truck Trailer
Sales, Inc., as Lessee, incorporated by reference to Exhibit 10(bb) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 0-15801.
10(z) Amendment A to Equipment Schedule No. 1 dated as of December 16, 1991
under Master Lease dated as of October 31, 1986 between American
Leasing Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, is incorporated by reference to Exhibit 10(z)
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 0-15801.
<PAGE>
10(aa) Amendment A to Equipment Schedule No. 2 dated as of December 16, 1991
under Master Lease dated as of October 31, 1986 between American
Leasing Investors VIII-B, L.P., as Lessor, and Champion International
Corporation, as Lessee, is incorporated by reference to Exhibit 10(aa)
of Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1991, File No. 0-15801.
10(bb) Lease Amendment Number Three, dated July 1, 1992, to Lease dated
December 16, 1986 between Hawaiian Airlines, Inc., as Lessee, and First
Security Bank of Utah, N.A., not in its individual capacity, but solely
as trustee under the Trust Agreement for the benefit of American
Leasing Investors VIII-B, L.P., dated as of December 16, 1986, as
Lessor, as amended and supplemented by Lease Supplement No. 1 dated
December 31, 1986, Amendment Number One dated January 1, 1987, and
Lease Amendment Number Two dated February 1, 1988, is incorporated by
reference to Exhibit 10(bb) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(cc) Amendment Number Two to Mortgage and Loan Agreement dated as of July 1,
1992 between First Security Bank of Utah, N. A., not in its individual
capacity, but solely as trustee under the Trust Agreement for the
benefit of American Leasing Investors VIII-B, L.P., dated as of
December 16, 1986, as Borrower, and Federal Deposit Insurance
Corporation, as receiver for Goldome, successor to Goldome FSB, as
Lender, dated November 12, 1992, and accompanying Promissory Note in
the principal amount of $1,763,822.58, is incorporated by reference to
Exhibit 10(cc) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
10(dd) Lease Amendment Number Three, dated as of July 1, 1992, to Lease dated
December 17, 1986 between Hawaiian Airlines, Inc., as Lessee, and First
Security Bank of Utah, N.A., not in its individual capacity, but solely
as trustee under the Trust Agreement for the benefit of American
Leasing Investors VIII-B, L.P., dated as of December 17, 1986, as
Lessor, as amended and supplemented by Lease Supplement No. 1 dated
December 31, 1986, Amendment Number One dated January 1, 1987, and
Lease Amendment Number Two dated February 1, 1988, is incorporated by
reference to Exhibit 10(dd) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(ee) Amendment Number Two to Mortgage and Loan Agreement dated as of July 1,
1992 between First Security Bank of Utah, N.A., not in its individual
capacity, but solely as trustee under the Trust Agreement for the
benefit of American Leasing Investors VIII-B, L.P., dated as of
December 17, 1986, as Borrower, and Federal Deposit Insurance
Corporation, as receiver for Goldome, successor to Goldome FSB, as
Lender, dated November 12, 1992, and accompanying Promissory Note in
the principal amount of $1,671,209.34, is incorporated by reference to
Exhibit 10(ee) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
10(ff) Lease Supplement No. 3, dated October 22, 1992, to Lease Agreement
between Integrated Equipment Holding Corp. ("Integrated"), as Lessor,
and E.I. DuPont de Nemours and Company, as Lessee, dated September 1,
1986, as supplemented by Unit Record of Lease dated September 12, 1986,
as assigned by Integrated under the Purchase, Assignment and Assumption
Agreement dated as of October 10, 1986 to First Security Bank of Utah,
<PAGE>
N.A., not in its individual capacity, but solely as trustee under a
Trust Agreement for the benefit of American Leasing Investors VIII-B,
L.P., dated October 10, 1986, as amended by Lease Supplement Nos. 1 and
2, dated January 22, 1987 and December 20, 1989, respectively, is
incorporated by reference to Exhibit 10(ff) of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, File
No. 0-15801.
10(gg) First Amendment to Loan and Security Agreement, dated as of October 22,
1992, between First Security Bank of Utah, N.A., not in its individual
capacity, but solely as Trustee under a Trust Agreement for the benefit
of American Leasing Investors VIII-B, L.P., dated as of October
10,1986, between American Leasing Investors VIII-B, L.P., as Trustee,
and Nationwide Life Insurance Company and accompanying Secured
Promissory Note in the amount of $344,987.84, is incorporated by
reference to Exhibit 10(gg) of Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1992, File No. 0-15801.
10(hh) Notice from Marx Truck Trailer Sales to IREG, dated February 26, 1993,
regarding direct sale of (19) 1987 Trailmobile Trailers to Action
Carrier for $14,000 per trailer is incorporated by reference to Exhibit
10(hh) of Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 0-15801, is incorporated by reference
to Exhibit 10(hh) of Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 0-15801.
10(ii) Bill of Sale, dated March 16, 1993 of American Leasing Investors
VIII-B, L.P. (Seller) to Action Carrier, Inc. (Purchaser) regarding
(19) 1987 Trailmobile Refrigerated Van Trailers, Model IANIUAL, is
incorporated by reference to Exhibit 10(ii) of Registrant's Annual
Report on Form 10-K for the fiscal year ended December 31, 1992, File
No. 0-15801.
10(jj) Amendment No. 1 to Equipment Lease No. 6, dated as of October 18, 1995,
between American Leasing Investors VIII-B, L.P., as lessor and Xerox
Corporation, as lessee Leasing Investors VIII-B, L.P., as lessor and
Xerox Corporation, as lessee is incorporated by reference to Exhibit
10(jj) of Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, File No. 0-15801
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary information extracted from the Financial
statements of the December 31, 1997 Form 10-K of American Leasing Investors
VIII-B, L.P. and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 208,631
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 240,417
<PP&E> 810,576
<DEPRECIATION> 805,268
<TOTAL-ASSETS> 245,725
<CURRENT-LIABILITIES> 63,382
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 182,343
<TOTAL-LIABILITY-AND-EQUITY> 245,725
<SALES> 0
<TOTAL-REVENUES> 2,361,449
<CGS> 0
<TOTAL-COSTS> 176,753
<OTHER-EXPENSES> 114,380
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,070,316
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,070,316
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,070,316
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
