-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WomMduvfImiFtf81X8XH7QdRycacy7qjCbYukWCTHCQjz+0AvwgYNbXdKcoYlgtp oTemEMSUsIsGm7TmET5ISQ== 0000914317-97-000117.txt : 19970329 0000914317-97-000117.hdr.sgml : 19970329 ACCESSION NUMBER: 0000914317-97-000117 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970328 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN LEASING INVESTORS VIII-B L P CENTRAL INDEX KEY: 0000783270 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER RENTAL & LEASING [7377] IRS NUMBER: 133275939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15801 FILM NUMBER: 97567467 BUSINESS ADDRESS: STREET 1: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 WEST PUTNAM AVE CITY: GREENWICH STATE: CT ZIP: 06830 10-K 1 AMERICAN LEASING INVESTORS VIII-B -- 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 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, 1996 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 203-862-7000 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 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"). Presidio is managed by Presidio Management Company, LLC ("Presidio Management"), a company controlled by a director of Presidio. Presidio is also party to an administrative services agreement with Wexford Management LLC ("Wexford") pursuant to which Wexford is responsible for the day-to-day management of Presidio and, among other things, has authority to designate directors of the Managing General Partner, the Corporate General Partner and the Associate General Partner. As of February 28, 1995, Presidio Boram Corp. a subsidiary of Presidio, replaced CDG Associates as the Associate General Partner. Registrant currently owns 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 lines 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. Registrant is actively seeking sales opportunities with respect to its remaining assets. 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. During the fiscal years ended December 31, 1996, 1995 and 1994, the leasing of transportation equipment constituted approximately 95%, 94% and 95% of Registrant's rental revenues and the leasing of photocopying, telephone and telecommunications and packaging line equipment constituted approximately 5%, 6% and 5% 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, 1996 (the "1996 Period"), lease payments from the following lessee was the source of 10 percent or more of Registrant's gross rental revenues: E.I. DuPont de Nemours and Co. ("DuPont") (95%) with respect to the DuPont Aircraft. 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 effective January 31, 1997. 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. The Registrant and the lessee are negotiating a further extension of the lease or possible sale of the Packaging Line Equipment. The lessee is utilizing the Packaging Line Equipment during these negotiations. 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. Competition Registrant's remaining assets in its portfolio are the DuPont Aircraft and the Packaging Line Equipment. The DuPont Aircraft was made available for return inspection on January 31, 1997. Registrant is actively seeking sales opportunities with respect to the DuPont Aircraft and the Packaging Line Equipment. The aircraft industry is highly competitive and realizable values from the sale of an aircraft vary considerably, depending upon the type of aircraft, its condition, the number of such aircraft available for sale, and the nature of the prospective user. Registrant is encountering competition in attempting to sell the DuPont Aircraft because of the availability of other aircraft with longer range capabilities. Employees Registrant does not have any employees. Wexford currently performs accounting, secretarial, transfer and administrative services for Registrant. Wexford also performs similar services for other affiliates of the Managing General Partner. Integrated Resources Equipment Group, Inc. ("IREG"), which, as a result of the Acquisition became 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. Item 2. Properties The following table sets forth, as of March 1, 1997, the interest held by Registrant in the equipment.
Type of Equipment Date of Purchase Type of Ownership or Interest - ---------------------------------------------------------------------- ---------------------------------------- Packaging Line Equipment (1) December 17, 1986 Full ownership, not subject to any lien. - ---------------------------------------------------------------------- ---------------------------------------- One British Aerospace HS 125-800A Aircraft (2) October 10, 1986 Full ownership, not subject to any lien. - ---------------------------------------------------------------------- ---------------------------------------- (1) See Item 1, "Business," and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information. (2) Lease relating to such equipment with an unaffiliated third party expired on January 21, 1997. Lessee continued to utilize the equipment through January 31, 1997 on a daily per diem basis, at which time the aircraft was made available for return inspection. Upon the lessee's satisfactory compliance of the return conditions, the aircraft will be returned to the Registrant.
Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. 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, 1997, 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:
Distribution with Amount of Distribution Per Unit Respect to Quarter Ended --------------------------- ---------------------------------- 1996 1995 --------------------------- ---------------------------------- March 31 $ - $ 5.00 (1) --------------------------- ---------------------------------- June 30 $ - $ - --------------------------- ---------------------------------- September 30 $ - $ 10.00 (2) --------------------------- ---------------------------------- December 31 $ - $ 2.00 (1) --------------------------- ---------------------------------- (1) The amounts listed represent distributions of cash from operations and cash from sales generated in the respective period as well as in prior periods. (2) Represents cash available from the foreclosure of the Hawaiian Aircraft.
Registrant's remaining revenue generating asset is the Packaging Line Equipment. 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 rate equal to approximately 42% of the original rent. The foregoing rate was not agreed upon until October 1995. The Registrant and the lessee are negotiating a further extension of the lease or possible sale of the Packaging Line Equipment. The lessee is utilizing the Packaging Line Equipment during these negotiations. Registrant's quarterly cash from operations reached minimal levels at the end of the 1995 Period and the costs associated with making quarterly cash distributions remain fixed; therefore, the Managing General Partner has decided to discontinue quarterly cash distributions (except that it is anticipated that cash from sales will be distributed with respect to the quarter in which such sales are made) and instead make periodic cash distributions based upon the accumulation of cash by Registrant. 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. Item 6. Selected Financial Data
Year ended December 31, ------------------------------------------------------------------------------------- 1996 1995 1994 1993 1992 ----------- ----------- ----------- ----------- ----------- Revenues (1) ............ $ 927,775 $ 947,892 $ 1,454,168 $ 2,365,043 $ 2,577,431 Net Income (Loss) (1) (2) $ 238,389 $ 886,943 $ (101,662) $ (129,467) $(1,645,640) Net Income (Loss) Per Unit .............. $ 11.55 $ 42.95 $ (4.92) $ (6.27) $ (79.70) Distribution Per Unit ... $ -- $ 17.00 $ 10.00 $ 29.00 $ 20.00 Total Assets ............ $ 3,413,378 $ 4,036,097 $ 7,220,488 $ 8,418,078 $ 9,932,842 Long-Term Obligations ... $ -- $ 791,382 $ 4,268,227 $ 5,163,456 $ 6,012,978 Total Partners' Equity .. $ 3,315,445 $ 3,077,056 $ 2,541,133 $ 2,849,280 $ 3,577,553 (1) Not included in revenues are gains from the disposition of equipment of $736,487, $4,730, $18,908 and $24,394 for the years ended December 31, 1995, 1994, 1993 and 1992, respectively. Such gains are included in Net Income (Loss). (2) Registrant provided allowances for equipment impairment of $1,129,000 to reflect the loss in value of equipment for the year ended December 31, 1992. Such amount included an allowance with respect to certain trailers ($136,000) and the Hawaiian Aircraft ($993,000).
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 did not declare any cash distribution for the year ended December 31, 1996. As of December 31, 1996, approximately 38% of Registrant's equipment, on an original cost basis, remained in its portfolio and included the Packaging Line Equipment (4%) and the DuPont Aircraft (34.7%). As of December 31, 1996, Registrant had operating reserves of approximately $207,750 (or approximately $10.06 per Unit), which was comprised of undistributed cash from operations and sales of approximately $105,550, 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 1995 and 1996: 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 terms; however, the lessee continued to utilize the DuPont Aircraft on a per diem basis through January 31, 1997. The DuPont Aircraft was made available for return inspection effective January 31, 1997. Registrant is actively seeking sales opportunities with respect to the DuPont Aircraft. 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. The foregoing rate was not agreed upon until October, 1995. The Registrant and the lessee are negotiating a further extension of the lease or possible sale of the Packaging Line Equipment. The lessee is utilizing the Packaging Line Equipment during these negotiations. The Packaging Line Equipment had a net carrying value of approximately $78,259 at December 31, 1996. Registrant's remaining revenue generating asset is the Packaging Line Equipment. The rents related to the leasing of the Packaging Line Equipment are minimal. The Managing General Partner has decided to discontinue quarterly cash distributions (except that it is anticipated that cash from sales will be distributed with respect to the quarter in which such sales are made) and instead make periodic cash distributions based upon the accumulation of cash by Registrant. It is Registrant's intention to maintain reserves (including the original working capital reserve) sufficient to support Registrant's future obligations. Registrant may, in the future, use certain of its reserves to upgrade its leased equipment including the DuPont Aircraft in order to enhance its value. Upon the consummation of a sale of its remaining assets, Registrant will have completed the liquidation of its equipment portfolio. 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. At the present time, the level of fees payable to IREG for services rendered to Registrant and other affiliated equipment leasing partnerships is declining. The effect of this situation cannot be determined at this point. The management agreements between Registrant and IREG may be terminated by either party to such agreements. In April 1995, the Managing General Partner and certain affiliates entered into an agreement with 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. On February 28, 1995, Presidio Boram Corp., a subsidiary of Presidio, became the Associate General Partner, upon the withdrawal of CDG Associates, the former Associate General Partner. 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, 1996. Results of Operations for 1996 as Compared to 1995 Registrant's rental revenues for the 1996 Period decreased slightly as compared to the year ended December 31, 1995 (the "1995 Period"). Interest expense decreased by approximately 65% for the 1996 Period as compared to the 1995 Period, 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 the 1996 Period as compared to the 1995 Period, primarily due to the reduction of maintenance and administrative expenses associated with leases. General and administrative expenses decreased approximately 35% for the 1996 Period as compared to the 1995 Period, primarily due to a decrease in legal and auditing expenses in the 1996 Period. Fees to affiliates decreased by approximately 19% for the 1996 Period as compared to the 1995 Period, 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 the 1996 Period. Registrant's net income for the 1996 Period was approximately $238,000 as compared to net income of approximately $887,000 for the 1995 Period. The principal reason for the change was the gain on the disposition on the foreclosure of the Hawaiian Aircraft recognized in the 1995 Period of approximately $736,000. The decrease in net income was offset primarily by a decrease in interest expense from approximately $105,000 in 1995 Period to approximately $37,000 in the 1996 Period. Results of Operations for 1995 as Compared to 1994 Registrant's rental revenues for the 1995 Period decreased approximately 35% as compared to the 1994 Period, due primarily to the default of Hawaiian Airlines on the two aircraft leased to Hawaiian which were subject to non-recourse financing from the Hawaiian Lender. The Registrant recognized approximately $480,000 in revenue in the 1994 Period associated with the Hawaiian Aircraft. Hawaiian paid rentals of approximately $196,000 and the balance of approximately $284,000 was recognized as a bad debt expense in the 1994 Period. Gain on disposition of equipment increased significantly due to the Hawaiian Lender foreclosing on the Hawaiian Aircraft in the 1995 Period. The gain in 1995 represents the removal of the net carrying value as well as the associated debt from the respective accounts of the Registrant. Interest expense decreased approximately 66% for the 1995 Period as compared to the 1994 Period, due to the continued reduction of the principal amount of outstanding indebtedness by the application of rental payments on leveraged transactions, as well as the retirement of the debt on the Packaging Line Equipment in July 1994. Depreciation expense decreased approximately 32% for the 1995 Period, as compared to the 1994 Period, primarily due to depreciation taken on the Hawaiian Aircraft through June 1994. No depreciation was taken after June 1994 due to Hawaiian's default on its notes. General and administrative expenses decreased approximately 11% for the 1995 Period as compared to the 1994 Period, primarily due to a decrease in legal expense in the 1995 Period. Registrant's net income for the 1995 Period was approximately $887,000 as compared to net loss of $102,000 for the 1994 Period. The principal reasons for the change was the gain on the disposition on the foreclosure of the Hawaiian Aircraft in 1995 of approximately $736,000, bad debt expense of approximately $284,000 recognized in 1994 relating to the Hawaiian Aircraft, the decrease in interest expense from approximately $311,000 in the 1994 Period to approximately $105,000 in the 1995 Period, decrease in depreciation expense from approximately $833,000 in the 1994 Period to approximately $570,000 in the 1995 Period, which was partially offset by a decrease in rental revenue in the 1995 Period. Item 8. Financial Statements and Supplemental Data AMERICAN LEASING INVESTORS VIII-B, L.P. FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996 1995 AND 1994 INDEX Independent Auditor's Report Independent Auditors' Report Financial statements - years ended December 31, 1996, 1995 and 1994 Balance sheets Statements of operations 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. 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, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. 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, 1996 and 1995, and the results of its operations and its cash flows for the years then ended 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. Hays & Company February 21, 1997 New York, New York INDEPENDENT AUDITORS' REPORT To the Partners of American Leasing Investors VIII-B, L.P. We have audited the accompanying statements of operations, partners' equity and cash flows of American Leasing Investors VIII-B, L.P. for the year ended December 31, 1994. Our audit also included the financial statement schedule listed in the Index at Item 14(a)2 as it relates to the year ended December 31, 1994. 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 the financial statement schedule based on our audit. We conducted our audit 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 audit provides a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the results of operations and cash flows of American Leasing Investors VIII-B L.P. for the year ended December 31, 1994 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. March 17, 1995 /s/Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP New York, New York
AMERICAN LEASING INVESTORS VIII-B, L.P. BALANCE SHEETS December 31, ---------------------------- 1996 1995 ----------- ----------- ASSETS Leased equipment - net ..................................... $ 3,161,494 $ 3,731,584 Cash and cash equivalents .................................. 201,251 302,679 Other receivables and prepaid expenses ..................... 50,633 1,834 ----------- ----------- $ 3,413,378 $ 4,036,097 =========== =========== LIABILITIES AND PARTNERS' EQUITY Liabilities Notes payable .............................................. $ -- $ 791,382 Accounts payable and accrued expenses ...................... 44,108 69,035 Deferred income ............................................ 49,800 49,800 Distributions payable ...................................... -- 41,297 Due to affiliates .......................................... 4,025 5,746 Accrued interest payable ................................... -- 1,781 ----------- ----------- Total liabilities ................................... 97,933 959,041 ----------- ----------- Commitments and contingencies (Note 3, 4, 8 and 11) Partners' equity Limited partners' equity (20,442 units issued and outstanding) ........................................ 3,383,511 3,147,506 General partners' deficit .................................. (68,066) (70,450) ----------- ----------- Total partners' equity .............................. 3,315,445 3,077,056 ----------- ----------- $ 3,413,378 $ 4,036,097 =========== ===========
AMERICAN LEASING INVESTORS VIII-B, L.P. STATEMENTS OF OPERATIONS Year ended December 31, -------------------------------------------- 1996 1995 1994 ----------- ----------- ----------- Revenues Rental ..................................... $ 916,317 $ 922,188 $ 1,426,375 Other, principally interest ................ 11,458 25,704 27,793 ----------- ----------- ----------- 927,775 947,892 1,454,168 ----------- ----------- ----------- Costs and expenses Depreciation ............................... 570,089 570,088 832,937 Interest ................................... 37,328 105,351 310,690 General and administrative ................. 61,943 96,006 108,116 Fees to affiliates ......................... 18,326 22,746 22,821 Operating .................................. 1,700 3,245 2,142 Bad debt expense ........................... -- -- 283,854 ----------- ----------- ----------- 689,386 797,436 1,560,560 ----------- ----------- ----------- 238,389 150,456 (106,392) Gain on disposition of equipment ................ -- 736,487 4,730 ----------- ----------- ----------- Net income (loss) ............................... $ 238,389 $ 886,943 $ (101,662) =========== =========== =========== Net income (loss) attributable to Limited partners ........................... $ 236,005 $ 878,074 $ (100,645) General partners ........................... 2,384 8,869 (1,017) ----------- ----------- ----------- $ 238,389 $ 886,943 $ (101,662) =========== =========== =========== Net income (loss) per unit of limited partnership interest (20,442 units outstanding) ........ $ 11.55 $ 42.95 $ (4.92) =========== =========== =========== See notes to financial statements
AMERICAN LEASING INVESTORS VIII-B, L.P. STATEMENT OF PARTNERS' EQUITY YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996 Limited General Total Partners' Partners' Partners' Equity Deficit Equity ----------- ----------- ----------- Balance, January 1, 1994 ..................... $ 2,922,007 $ (72,727) $ 2,849,280 Net loss - 1994 .............................. (100,645) (1,017) (101,662) Distributions to partners ($10.00 per limited partnership unit) ....................... (204,420) (2,065) (206,485) ----------- ----------- ----------- Balance, December 31, 1994 ................... 2,616,942 (75,809) 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 ................... 3,147,506 (70,450) 3,077,056 Net income - 1996 ............................ 236,005 2,384 238,389 ----------- ----------- ----------- Balance, December 31, 1996 ................... $ 3,383,511 $ (68,066) $ 3,315,445 =========== =========== =========== See notes to financial statements
AMERICAN LEASING INVESTORS VIII-B, L.P. STATEMENTS OF CASH FLOWS Year ended December 31, --------------------------------------------- 1996 1995 1994 ----------- ----------- ----------- INCREASE ( DECREASE) IN CASH AND CASH EQUIVALENTS Cash flows from operating activities Net income (loss) ............................... $ 238,389 $ 886,943 $ (101,662) Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation ............................. 570,089 570,088 832,937 Gain on disposition of equipment ......... -- (736,487) (4,730) Bad debt expense ......................... -- -- 283,854 Changes in assets and liabilities Accounts receivable .......................... -- 38,408 (241,993) Other receivables and prepaid expenses ....... (48,799) 2,529 (993) Accounts payable and accrued expenses ........ (26,707) (6,016) 59,264 Deferred income .............................. -- 49,800 -- Due to affiliates ............................ (1,721) 3,920 (3,982) ----------- ----------- ----------- Net cash provided by operating activities 731,251 809,185 822,695 ----------- ----------- ----------- Cash flows from investing activities Proceeds from disposition of equipment .......... -- -- 390,000 Other non-operating receipts .................... -- -- 53,745 ----------- ----------- ----------- Net cash provided by investing activities -- -- 443,745 ----------- ----------- ----------- Cash flows from financing activities Distributions to partners ....................... (41,297) (309,723) (309,727) Principal payments on notes payable ............. (791,382) (780,927) (895,229) ----------- ----------- ----------- Net cash used in financing activities .... (832,679) (1,090,650) (1,204,956) ----------- ----------- ----------- Net (decrease) increase in cash and cash equivalents ..................................... (101,428) (281,465) 61,484 Cash and cash equivalents, beginning of year ......... 302,679 584,144 522,660 ----------- ----------- ----------- Cash and cash equivalents, end of year ............... $ 201,251 $ 302,679 $ 584,144 =========== =========== =========== Supplemental disclosure of cash flow information Interest paid ................................... $ 39,109 $ 118,771 $ 244,818 =========== =========== =========== See notes to financial statements.
Supplemental disclosure of non-cash investing and financing activities On August 3, 1995, the Hawaiian Lender foreclosed on the Hawaiian Aircraft and the Partnership removed the net carrying value of the Hawaiian Aircraft of approximately $2,292,000 and the related nonrecourse notes and accrued interest payable of approximately $2,991,000 from its respective accounts (Note 10). AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 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. The Partnership may provide for additional losses in subsequent years and such provisions could be material. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 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 (loss) and distributions per unit of limited partnership interest Net income (loss) and distributions per unit of limited partnership interest are computed based upon the number of units outstanding (20,442), during the years ended December 31, 1996, 1995 and 1994. Deferred income Deferred income is comprised of the unearned portion of advance rentals received with respect to the lease of a certain aircraft. 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 or losses, 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. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 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 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. Presidio is managed by Presidio Management Company, LLC ("Presidio Management"), a company controlled by a director of Presidio. Presidio Management is responsible for the day-to-day management of Presidio and, among other things, has authority to designate directors of Equipment Management, the Corporate General Partner and the associate general partner. In March 1996, Presidio Management assigned its agreement for the day-to-day management of Presidio to Wexford Management LLC ("Wexford"). Presidio is a liquidating company. Although Presidio has no immediate plans to do so, it will ultimately seek to dispose of the interests it acquired from Integrated through liquidation; however, there can be no assurance of the timing of such transaction or the effect it may have on the Partnership. 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, 1995 and 1994, the Partnership incurred expenses of $18,326, $18,444 and $22,821, respectively, for such management services. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 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 operations. No partnership management fees were incurred for the years ended December 31, 1996 and 1994. At the present time, the level of fees payable to IREG for services rendered to the Partnership and other affiliated equipment leasing partnerships is declining. The effect of this situation cannot be determined at this point. The management agreements between the Partnership and IREG may be terminated by either party to such agreements. 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. Such restoration amount may be less than the recorded general partners' deficit, which could result in distributions to the limited partners of less than their recorded equity. In April 1995, Equipment Management and certain affiliates entered into an agreement with Fieldstone Private Capital Group, L.P. ("Fieldstone") pursuant to which Fieldstone performs certain management and administrative services relating to the Partnership as well as to certain other partnerships in which Equipment Management serves as general partner. Substantially all costs associated with the retention of Fieldstone will be paid by Equipment Management. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 4 LEASED EQUIPMENT AND EQUIPMENT HELD FOR SALE Leased equipment Leased equipment is summarized as follows:
1996 1995 ---------- ---------- Transportation equipment (net of accumulated depreciation of $4,799,637 and $4,302,501) $3,083,235 $3,580,372 Packaging line equipment (net of accumulated depreciation of $732,317 and $659,364) .... 78,259 151,212 ---------- ---------- $3,161,494 $3,731,584 ========== ==========
The transportation equipment was fully leveraged for 1995. Minimum future rentals on noncancelable leases as of December 31, 1996 are as follows:
Year ending December 31, 1997 $ 55,700 =========
The lease on the Partnership's transportation equipment expired during January 1997 and the equipment has been made available to the Partnership for return inspection. Upon final inspection the Partnership may seek to sell this equipment. The packaging line equipment continues to be leased on a short-term basis. The Partnership is actively seeking sales opportunities with respect to all of its leased equipment. Equipment held for sale On August 3, 1995, the Hawaiian Lender foreclosed on the Hawaiian Aircraft and held an auction to offer the Hawaiian Aircraft for sale. The Partnership no longer retains an interest in the Hawaiian Aircraft and in August, 1995, the Partnership removed the net carrying value of the Hawaiian Aircraft of approximately $2,292,000 (which included an allowance for equipment impairment of $2,493,000) and the related nonrecourse note and accrued interest payable of approximately $2,991,000, from its respective accounts (Note 10). AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 5 NOTES PAYABLE Notes payable, which were nonrecourse to the Partnership, were as follows as of December 31, 1995:
9% note payable in an installment of principal only on January 22, 1987, followed by 119 monthly installments of $61,103 commencing February 22, 1987 to and including December 22, 1996, the date of expiration. All installments were of interest and principal, except where noted $ 698,706 9% note payable in monthly installments of $8,105 commencing October 22, 1992, to and including December 22, 1996, the date of expiration. All installments were of interest and principal 92,676 --------- $ 791,382 =========
6 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following:
December 31 ------------------------- 1996 1995 --------- --------- Professional fees $ 23,811 $ 44,096 Sales and income taxes 19,239 17,797 Operating 1,058 7,142 --------- --------- $ 44,108 $ 69,035 ========= =========
AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 7 RECONCILIATION OF NET INCOME (LOSS) 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 (loss) per financial statements to the tax basis of accounting is as follows:
Year ended December 31, ---------------------------------------- 1996 1995 1994 ---------- ---------- ---------- Net income (loss) per financial statements ....................... $ 238,389 $ 886,943 $ (101,662) Financial statement depreciation in excess of tax depreciation ....... 532,347 522,895 740,625 Difference between financial statements and tax basis of equipment sold or disposed of ...................... -- 2,291,901 353,307 Difference between financial statements and tax basis of advanced rental payments ......................... -- 49,800 -- ---------- ---------- ---------- Net income per tax basis ................ $ 770,736 $3,751,539 $ 992,270 ========== ========== ==========
The differences between the Partnership's net assets per financial statements and tax basis of accounting are as follows.
1996 1995 ----------- ----------- Net assets per financial statements ...... $ 3,315,445 $ 3,077,056 Net carrying value of equipment .......... (3,128,445) (3,660,792) Syndication costs ........................ 1,149,750 1,149,750 Deferred income .......................... 49,800 49,800 ----------- ----------- Net assets per tax basis ................. $ 1,386,550 $ 615,814 =========== ===========
AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 8 MAJOR LESSEES Revenues from equipment leased to individual lessees, which generated 10% or more of leasing revenues, are as follows:
Year ended December 31, ----------------------------------------- 1996 1995 1994 --------- -------- --------- One Hawker Siddeley 125-800A aircraft $866,575 $866,575 $866,575 % of rental revenues ................ 95% 94% 61% Two de Havilland DHC Dash 7 Series 102 aircraft .......... $ -- $ -- $480,000 % of rental revenues ................ -% -% 34%
9 EQUIPMENT SALE - 1994 In early January 1994, upon the receipt of the final rental installment, the lease with Champion relating to certain telecommunication systems expired in accordance with its original terms and such equipment was sold to the lessee for a sales price of $390,000. At the time of sale, such equipment had a net carrying value of approximately $385,000 (net of an allowance for equipment impairment previously provided of $725,000). 10 EQUIPMENT SALE - 1995 On September 21, 1993, Hawaiian Airlines, Inc. ("Hawaiian"), filed for reorganization under Chapter 11 of the United States Bankruptcy Code. Hawaiian had leased two de Havilland DHC Dash 7 Series 102 aircraft (collectively the "Hawaiian Aircraft"), owned by the Partnership, pursuant to two separate leases (the "Hawaiian Leases"). The Hawaiian Aircraft were subject to nonrecourse financing (the "Hawaiian Loans") provided by an unaffiliated third party lender (the "Hawaiian Lender"). Hawaiian had suffered significant financial difficulties since at least 1990, and, through April 1994 made rental payments that were less than the scheduled amounts due, based upon a series of proposed restructuring plans. 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. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 10 EQUIPMENT SALE - 1995 (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. The Partnership no longer retains an interest in the Hawaiian Aircraft and in August 1995, the Partnership removed the net carrying value of the Hawaiian Aircraft of approximately $2,292,000 (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. 11 STATUS OF INTEGRATED On February 13, 1990, Integrated, the former parent of Equipment Management, the Corporate General Partner and IREG, filed a voluntary petition for reorganization under Chapter 11 of the Unites States Bankruptcy Code. While the Integrated bankruptcy did not directly affect the Partnership's operations, it has resulted in certain changes. On August 8, 1994, the Bankruptcy Court confirmed a Plan of Reorganization (the "Steinhardt Plan") proposed by Steinhardt Management Company and the Official Committee of Subordinated Bondholders, and on November 3, 1994, the Steinhardt Plan was consummated. Presidio purchased substantially all of the assets of Integrated, including its interest in Equipment Management, the Corporate General Partner and IREG. Presidio is a British Virgin Islands corporation owned 12% by IR Partners, a general partnership, and 88% by former creditors of Integrated. AMERICAN LEASING INVESTORS VIII-B, L.P. NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1996, 1995 and 1994 In March 1995, Presidio elected new directors for Equipment Management. However, some of its executive officers remain the same and certain of Integrated's former employees who performed services with respect to the Partnership have been hired by Wexford Management Corp., formerly Concurrency Management Corp., which provides management and administrative services to Presidio, its direct and indirect subsidiaries, as well as to the Partnership. Effective January 1, 1996, Wexford Management Corp. assigned its agreement to provide management and administrative services to Presidio and its subsidiaries to Wexford.
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 ----------- --------- -------- -------- ------------ --------- 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)(D) - ------------ ----------- --------- ----------------- ----------- $ 3,359,584 $ - $ - $ (3,359,584) $ - ============ =========== ========= ================ =========== YEAR ENDED DECEMBER 31, 1994 Leased equipment, valuation allowance for equipment impairment Transportation equipment $ 2,493,000 $ - $ - $ (2,493,000)(C) $ - Telecommunication systems 725,000 - - (725,000)(B) - Equipment held for sale, valuation allowance for equipment impairment Transportation equipment - - - 2,493,000 (C) 2,493,000 Allowance for uncollectible accounts - accounts receivable 582,730 283,854 - - 866,584 ------------ ----------- --------- ----------------- ----------- $ 3,800,730 $ 283,854 $ - $ (725,000) $ 3,359,584 ============ =========== ========= ================ =========== (A) Amounts represent valuation allowances for equipment impairment relating to certain transportation equipment disposed of during 1995. (B) Amount represents valuation allowance for equipment impairment relating to certain telecommunication systems sold in 1994. (C) Amounts represent the reclassification of the valuation allowance for equipment impairment relating to equipment held for sale during the year ended December 31, 1994. (D) Amount represents the allowance for uncollectible accounts relating to assets which were disposed of during 1995.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 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.
Has served as a Director and/or Officer of the Managing General Name Positions Held Partner since - ---------------------------- ---------------------------------------------- ---------------- Robert Holtz Director and Vice President November 1994 - ---------------------------- ---------------------------------------------- ---------------- Mark Plaumann Director and Vice President March 1995 - ---------------------------- ---------------------------------------------- ---------------- Douglas J. Lambert President, Treasurer and Secretary March 1995 - ---------------------------- ---------------------------------------------- ---------------- Jay L. Maymudes Vice President November 1994 - ---------------------------- ---------------------------------------------- ---------------- Arthur H. Amron Vice President and Assistant Secretary November 1994 - ---------------------------- ---------------------------------------------------------------
Each director and officer of the Managing General Partner and of the Corporate General Partner will hold office until the next annual meeting of stockholders of the Managing General Partner and of the Corporate General Partner and 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. Robert Holtz, age 29, has been a Vice President and Director of the Managing General Partner since November 1994, a Vice President and Secretary of Presidio since its formation in August 1994 and a Vice President and Assistant Secretary of Resurgence Properties, Inc. ("Resurgence"), a company engaged in diversified real estate activities since its formation in March 1994. Mr. Holtz is also a Director and Vice President of XRC Corp., a holding company that holds certain former assets of Integrated, since its formation in October 1994. Mr. Holtz has been a Member and Senior Vice President of Wexford since January 1996. From May 1994 through December 1995, Mr. Holtz has been employed as a Vice President of Wexford Management Corp., the advisor and manager of Presidio and Resurgence. From 1989 through May 1994, Mr. Holtz was employed by, and since 1993 was a Vice President of, Bear Stearns Real Estate, a firm engaged in all aspects of real estate, where he was responsible for analysis, acquisitions and management of the assets owned by Bear Stearns Real Estate and its clients. Mark Plaumann, age 41, has been a Director and Vice President of the Managing General Partner since March 1995. Mr. Plaumann has been a Senior Vice President of Wexford since January 1996. From February 1995 through December 1995, Mr. Plaumann has been employed by Wexford Management Corp. as a Vice President. Mr. Plaumann has been a director of Technology Service Group, Inc., a comany engaged in the design, development, manufacturing and sale of public communications products and services, since March 1997, and a director in Wahlco Environmental Systems, Inc., a company engaged in the sale of air pollution control and specialty engineered products, since June 1996. Mr. Plaumann was employed by Alvarez & Marsal, Inc., a crisis management consultant, as a Managing Director from February 1990 through January 1995, by American Healthcare Management, Inc., an owner operator of hospitals from February 1985 to January 1990, and by Ernst & Young from January 1973 to February 1985. Douglas J. Lambert, age 39, was elected President, Treasurer and Secretary of the Managing General Partner in March 1995. Mr. Lambert has been a Vice President of Wexford since January 1996. From November 1994 through December 1995, Mr. Lambert has been employed by Wexford Management Corp. as an officer of the various equipment leasing subsidiaries of Presidio. Mr. Lambert joined Integrated in 1983. Mr. Lambert has held various financial reporting positions for both public and private equipment leasing affiliates of Integrated. In 1992, Mr. Lambert became Senior Vice President in charge of finance in the Aircraft Group/Private Placement Division. Jay L. Maymudes, age 36, has been a Vice President of the Managing General Partner since November 1994, the Chief Financial Officer, a Vice President and Treasurer of Presidio since its formation in August 1994 and the Chief Financial Officer and a Vice President of Resurgence since July 1994. In addition, he served as Assistant Secretary of Resurgence until February 1995, when he became Secretary. Mr. Maymudes is also a Vice President, Secretary and Treasurer of XRC Corp., since its formation in October 1994. Mr. Maymudes has been a Senior Vice President and Chief Financial Officer of Wexford since January 1996. From July 1994 through December 1995, Mr. Maymudes has been employed by Wexford Management Corp. as the Chief Financial Officer and a Vice President. From December 1988 through June 1994, Mr. Maymudes was the Secretary and Treasurer, and since February 1990 was the Senior Vice President of Dusco, Inc., a real estate investment advisor. Arthur H. Amron, age 40, has been a Vice President and Assistant Secretary of the Managing General Partner and certain other subsidiaries of Presidio since November 1994. Mr. Amron has been a Senior Vice President and General Counsel of Wexford since January 1996. From November 1994 through December 1995, Mr. Amron was employed by Wexford Management Corp. as Vice President and General Counsel. From 1992 through November 1994, Mr. Amron was an attorney with the law firm of Schulte, Roth & Zabel. From 1984 through 1992, Mr. Amron was an attorney with the law firm of Debevoise & Plimpton. Messrs. Holtz and Plaumann 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. (Holtz and Plaumann), High Cash Partners, L.P. (Holtz and Plaumann), Resources Pension Shares 5, L.P. (Holtz) and Vista Properties (Plaumann). Each of the foregoing general partners is affiliated with the Managing General Partner. Presidio Boram Corp., the Associate General Partner, is a wholly-owned subsidiary of Presidio whose directors are Messrs. Holtz and Plaumann. Registrant believes, based on written representations received by it, that for the 1996 Period 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 Managing General Partner, the Corporate General Partner, the Associate General Partner or the general partners of the former Associate General Partner 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, 1997, 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, 1997, none of the officers and directors of the Managing General Partner or the Corporate General Partner was known by Registrant to beneficially own Units or shares of Presidio, the parent of the Managing General Partner and the Corporate General Partner. The following table sets forth certain information known to Registrant with respect to beneficial ownership of the Class A Shares of Presidio as of March 1, 1997, by each person who beneficially owns 5% or more of the Class A Shares, U.S. $.01 par value. The holders of Class A Shares are entitled to elect three out of the five members of Presidio's Board of Directors with the remaining two directors being elected by holders of the Class B Shares, U.S. $.01 par value of Presidio.
Beneficial Ownership Name of Beneficial Owner Number of Shares Percentage Outstanding - ---------------------------------------- ----------------------- ------------------------ Thomas F. Steyer/Fleur A. Fairman 4,553,560(1) 51.8% - ---------------------------------------- ----------------------- ------------------------ John M. Angelo/Michael L. Gordon 1,231,762(2) 14.0% - ---------------------------------------- ----------------------- ------------------------ Intermarket Corp. 1,000,918(3) 11.4% - ---------------------------------------- ----------------------- ------------------------ M.H. Davidson & Co. 474,205(4) 5.4% - ---------------------------------------- ----------------------- ------------------------ (1) As the managing partners of each of Farallon Capital Partners, L.P. ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P. ("FCIP II") and Tinicum Partners, L.P. ("Tinicum"), (collectively, the "Farallon Partnerships"), may each be deemed to own beneficially for purposes of Rule 13d-3 of the Exchange Act the 1,397,318, 1,610,730, 607,980 and 241,671 shares held, respectively, by each of such Farallon Partnerships. Farallon Capital Management, LLC ("FCMLLC"), the investment advisor to certain discretionary accounts which collectively hold 695,861 shares and Enrique H. Boilini, David I. Cohen, Joseph F. Downes, Jason M. Fish, Andrew B. Fremder, William F. Mellin, Steven L. Millham, Meridee A. Moore and Thomas F. Steyer, as a managing member of FCMLLC (collectively, the "Managing Members") may be deemed to be the beneficial owner of all of the shares owned by such discretionary accounts. FCMLLC and each Managing Member disclaims any beneficial ownership of such shares. Farallon Partners, LLC ("FPLLC") (the general partner of FCP, FCIP, FCIP II and Tinicum), and each of Fleur A. Fairman, Mr. Boilini, Mr. Cohen, Mr. Downes, Mr. Fish, Mr. Fremder, Mr. Mellin, Mr. Millham, Ms. Moore and Mr. Steyer, each as managing member of FPLLC (collectively, the "Managing Members"), may be deemed to be the beneficial owner of all of the shares owned by FCP, FCIP, FCIP II and Tinicum. FPLLC and each managing Member disclaims any beneficial ownership of such shares. (2) John M. Angelo and Michael L. Gordon, the general partners and controlling persons of AG Partners, L.P., which is the general partner of Angelo, Gordon & Co., L.P., may be deemed to have beneficial ownership under Section 13(d) of the Exchange Act of the securities beneficially owned by Angelo, Gordon & Co., L.P. and its affiliates. Angelo, Gordon & Co., L.P., a registered investment advisor, serves as general partner of various limited partnerships and as investment advisor of third party accounts with power to vote and direct the disposition of Class A Shares owned by such limited partnerships and third party accounts. (3) Intermarket Corp. serves as General Partner for certain limited partnerships and as investment advisor to certain corporations and foundations. As a result of such relationships, Intermarket Corp. may be deemed to have the power to vote and the power to dispose of Class A shares held by such partnerships, corporations and foundations. (4) Marvin H. Davidson, Thomas L. Kempner Jr., Stephen M. Dowicz, Scott E. Davidson and Michael J. Leffell, the general partners, members and stockholders of certain entities that are general partners or investment advisors of Davidson Kempner Endowment Partners, L.P., Davidson Kempner Partners, L.P., Davidson Kempner Institutional Partners, L.P., M.H. Davidson and Co. Davidson Kempner International Ltd. (collectively, the "Investment Funds"), may be deemed to be the beneficial owners under Sections 13(d) of the Exchange Act of the securities beneficially owned by the Investment Funds and their affiliates. In addition, Mr. Kempner owns 800 shares and may be deemed to beneficially own certain securities held by certain foundations and trusts. Mr. Kempner disclaims beneficial ownership of such shares.
All of Presidio's Class B Shares are owned by IR Partners. Such Class B Shares are convertible in certain circumstances into 1,200,000 Class A Shares; however, such shares are not convertible at present. IR Partners is a general partnership whose general partners are Steinhardt Management, certain of its affiliates and accounts managed by it and Roundhill Associates. Roundhill Associates, is a limited partnership whose general partner is Charles E. Davidson, the principal of Presidio Management, the Chairman of the Board of Presidio and a Member of Wexford. Joseph M. Jacobs, the Chief Executive Officer and President of Presidio and a Member and the President of Wexford, has a limited partner's interest in Roundhill Associates. Pursuant to Rule 13d-3 under the Exchange Act, each of Michael H. Steinhardt, the controlling person of Steinhardt Management and its affiliates and Charles E. Davidson may be deemed to be beneficial owners of such 1,200,000 shares. Shares held by each Class A Director of Presidio were issued pursuant to a Memorandum of Understanding Regarding Compensation of Class A Directors of Presidio. (See "Executive Compensation - Compensation of Directors.") The address of Thomas F. Steyer and the other individuals mentioned in footnote 1 to the table above (other than Fleur A. Fairman) is c/o Farallon Capital Partners, L.P., One Maritime Plaza, San Francisco, California 94111 and the address of Fleur A. Fairman is c/o Farallon Capital Management, Inc., 800 Third Avenue, 40th Floor, New York, New York 10022. The address of Angelo, Gordon & Co., L.P. and its affiliates is 245 Park Avenue, 26th Floor, New York, New York 10167. The address for Intermarket Corp. Is 667 Madison Avenue, New York, New York 10021. The address for M.H. Davidson and Co. is 885 Third Avenue, 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 the 1996 Period:
Name of Recipient Capacity in Which Served Compensation - ------------------------------------- -------------------------------------------------------------------- ALI Equipment Management Corp. Managing General Partner $ - (1) - ------------------------------------- -------------------------------------------------------------------- Presidio Boram Corp. Associate General Partner (March - Dec. 1995) (2) - ------------------------------------- -------------------------------------------------------------------- ALI Capital Corp. Corporate General Partner - (3) - ------------------------------------- -------------------------------------------------------------------- IREG Affiliated Equipment Broker, Equipment Manager and Partnership Manager $ 18,326 (4) (1) This amount represents distributions of distributable cash from sales and operations paid to the Managing General Partner for the 1996 Period. 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 the 1996 Period, $6,167 of Registrant's taxable income was allocated to the Managing General Partner. (2) These amounts represent distributions of distributable cash from sales and operations paid to the Associate General Partner for the 1996 Period. Additionally, pursuant to the Limited Partnership Agreement described in footnote (1) above, for the 1996 Period, $770 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 the 1996 Period. Additionally, pursuant to the Limited Partnership Agreement described in footnote (1) above, for the 1996 Period, $770 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 $ 18,326 for the 1996 Period. 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 the 1996 Period. 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.
Certain officers and/or 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. 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. 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. 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. 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. 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. 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 29th day of March, 1997. AMERICAN LEASING INVESTORS VIII-B, L.P. By: ALI EQUIPMENT MANAGEMENT CORP. Managing General Partner By: /s/ Douglas J. Lambert March 29, 1997 ---------------------- Douglas J. Lambert 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/ Douglas J. Lambert President March 29, 1997 - ---------------------- Douglas J. Lambert (Principal Executive and Financial Officer) /s/ Robert Holtz Director and Vice President March 29, 1997 - ---------------- Robert Holtz /s/ Mark Plaumann Director and Vice President March 29, 1997 - ----------------- Mark Plaumann EXHIBIT INDEX Exhibits Number - -------- 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. 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. 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. 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, 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 EX-27 2
5 The schedule contains summary information extracted from the Financial statements of the December 31, 1996 Form 10-K of American Leasing Investors VIII-B, L.P. and is qualified in its entirety by reference to such financial statements. YEAR DEC-31-1996 DEC-31-1996 201,251 0 50,633 0 0 251,884 8,693,448 5,531,954 3,413,378 97,933 0 0 0 0 3,315,445 3,413,378 0 927,775 0 0 652,058 0 37,328 238,389 0 0 0 0 0 238,389 0 0
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