UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): July 18, 2002
Commission File No. 0-18365
AMERICAN INCOME PARTNERS V-B LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Massachusetts 04-3061971
(State of jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
1050 Waltham Street
Lexington, MA 02421
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 676-0009
Registrant's former address and telephone number, including area code:
88 Broad Street, Boston, MA 02110, (617)854-5800.
ITEM 5. Other Events.
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On June 18, 2002, the United States District Court for the Southern District
of Florida (the "Court") approved the settlement of the class and derivative
action lawsuit entitled Leonard Rosenblum, et al. v. Equis Financial Group
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Limited Partnership, et al. involving American Income Partners V-B Limited
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Partnership (the "Partnership") as a nominal defendant and the Court issued a
Final Judgment and Order (the "Court Order") directing the implementation of the
settlement.
As of July 18, 2002, the Court Order is final, binding and non-appealable,
and the Partnership has commenced implementing the settlement and the
transactions contemplated thereby including the liquidation of the Partnership's
assets and its dissolution.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
Exhibit 2.12 Final Judgment and Order in re: Leonard Rosenblum, et al.
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v. Equis Financial Group Limited Partnership, et al. dated June 12, 2002
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and entered on the docket on June 18, 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
American Income Partners V-B Limited Partnership
/s/
By: ________________________________
Michael J. Butterfield
Treasurer of AFG Leasing IV Incorporated
(Duly Authorized Officer and Principal Financial and Accounting Officer)
Date: July 23, 2002
Exhibit Index
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Exhibit No. 2.12 Final Judgment and Order in re: Leonard Rosenblum, et al.
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v. Equis Financial Group Limited Partnership, et al. dated June 12, 2002
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and entered on the docket on June 18, 2002
EXHIBIT 2.12
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IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF FLORIDA
LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL, PATRICK M. RHODES,
BERNICE M. HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON, CITY PARTNERSHIPS, HELMAN PARSONS AND CLEVA PARSONS, on behalf of
themselves and all others similarly situated and derivatively on behalf of the
Nominal Defendants,
Plaintiffs,
v.
Case No. 98-8030-CIV-Hurley
EQUIS FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS CORPORATION, a Massachusetts Corporation, GDE ACQUISITION LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts Corporation, AFG LEASING IV INCORPORATED, a Massachusetts
Corporation, AFG LEASING VI INCORPORATED, a Massachusetts Corporation, AFG
AIRCRAFT MANAGEMENT CORPORATION, a Massachusetts Corporation, AFG ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, GARY D. ENGLE and GEOFFREY A. MACDONALD,
Defendants,
AIRFUND I INTERNATIONAL LIMITED PARTNERSHIP, a Massachusetts Limited
Partnership, AIRFUND II INTERNATIONAL LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME 4 LIMITED PARTNERSHIP, a Massachusetts
Limited partnership, AMERICAN INCOME 5 LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME 6 LIMITED PARTNERSHIP, a Massachusetts
Limited partnership, AMERICAN INCOME 7 LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME 8 LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME PARTNERS III-A LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-B LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME
PARTNERS III-D LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN INCOME PARTNERS IV-A LIMITED PARTNERSHIP, a Massachusetts Limited
Partnership, AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited Partnership, AMERICAN INCOME PARTNERS IV-C LIMITED PARTNERSHIP, a
Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS IV-D LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME
PARTNERS V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME PARTNERS V-C LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN INCOME PARTNERS V-D LIMITED PARTNERSHIP, a Massachusetts Limited
Partnership, AMERICAN INCOME FUND I-B, a Massachusetts Limited Partnership,
AMERICAN INCOME FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND I-D, a Massachusetts Limited Partnership, AMERICAN INCOME FUND I-E, a
Massachusetts Limited Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust, AFG INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C, a Delaware business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,
Nominal Defendants.
ORDER AND FINAL JUDGMENT
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This matter having come before the Court on the application of the parties
for approval of the settlement set forth in the Revised Stipulation of
Settlement dated January 29, 2002 and the exhibits annexed thereto, as amended
by the agreement of the parties dated June 11, 2002 (the "Revised Stipulation")
relating to the claims of the Class that was conditionally certified for
settlement purposes by this Court's Preliminary Approval Order dated March 1,
2002 in the above-captioned Action (the "Settlement"), and the Court having
considered all papers filed and proceedings had herein and otherwise being fully
informed in the premises and good cause appearing therefor,
ORDERED, ADJUDGED AND DECREED THAT:
1. For purposes of this Final Judgment, the Court adopts and
incorporates by reference the definitions contained in the Revised Stipulation.
2. This Court has jurisdiction over the subject matter of this
litigation, over all actions within this litigation and over all parties to this
litigation, including all members of the Settlement Class.
3. This Court hereby approves the Settlement and the transactions
contemplated thereby with respect to the Settlement Class and the Operating
Partnerships, and finds, in accordance with Rule 23 and 23.1 of the Federal
Rules of Civil Procedure, that the Settlement is in all respects, fair,
reasonable and adequate, and directs implementation of all of its terms and
provisions with respect to the Operating Partnerships and the Class. The Class,
as defined in the Settlement and Preliminary Approval Order, consists of all
persons and entities who owned Units of any of the Operating Partnerships as of
this Court's Order dated March 1, 2002.
4. The Court hereby finds that, (a) the benefits provided under the
Settlement compare favorably to the likely recovery at trial; (b) the claims
asserted in the Action are complex and the alternative to the Settlement now
would be lengthy, burdensome and expensive litigation; (c) the Settlement was
reached at a stage in the litigation sufficient to assure that counsel for the
parties had sufficient information regarding the strength and weaknesses of the
claims and defenses so as to make reasoned judgments concerning the Settlement
of the Action; (d) Plaintiffs' Lead Counsel and the ten other law firms
representing the plaintiffs ("Class Counsel") are well qualified and have
substantial experience in class action and other complex litigation on behalf of
investors, and it is the collective judgment of Class Counsel that the benefits
of the Settlement outweigh the delay and risk of proceeding to trial; (e) the
substance and amount of opposition to this Settlement, from three out of over
fourteen thousand members of the Class, was small and the objections were
resolved, in large part, by the parties' agreement to amend the Revised
Stipulation to clarify the intent of the parties as to a clause previously set
forth in subsection 2.2(f) of the Revised Stipulation; and (f) the Settlement
resulted from arms' length bargaining between the parties and there is no
evidence that the Settlement is the product of collusion.
5. It is appropriate to finally certify the Class defined in the
Revised Stipulation and in Paragraph 3 hereof, for settlement purposes only, and
without prejudice to further litigation in the event the Revised Stipulation
does not become effective (as described in the Revised Stipulation). With
respect to the certification of the Class solely for, and contingent upon, the
Settlement of the Action, this Court finds: (A) the members of the Class are so
numerous that joinder of all Class members in this Action is impracticable; (B)
there are common questions of law and fact which predominate over any individual
questions; (C) the claims of the Plaintiffs are typical of the respective claims
of the Class; (D) the Class is adequately represented by the Plaintiffs who have
fairly and adequately represented and protected the interests of all of the
Class members, have no interests which conflict with the interests of the Class,
and have retained counsel who are well qualified and highly experienced in the
representation of limited partners in class and derivative actions similar to
the Action; and (E) a class action is superior to other available methods for
the fair and efficient adjudication and settlement of the controversy,
considering, among other matters, (i) the interest of the members of the
Operating Partnership Sub-Class in individually controlling the prosecution and
settlement of separate actions, (ii) the extent and nature of any litigation
concerning the controversy already commenced by or against members of the Class,
(iii) the desirability or undesirability of concentrating the litigation of
these claims in this particular forum, and (iv) the difficulties likely to be
encountered in the management of this Action.
6. This Court hereby dismisses the Class and Derivative Action
Complaint, and each and every claim stated therein brought by or on behalf of
the members of the Class and the Operating Partnerships, on the merits and with
prejudice as against the Defendants and without costs to any of the parties, as
against any other party, except as set forth in the Revised Stipulation.
7. Defendants and the Released Parties are hereby and forever
acquitted, released and discharged by each Plaintiff and Class Member and
Releasing Parties with respect to any and all Settled Claims as set forth in
Section 3.2 of the Revised Stipulation.
8. Each Plaintiff and Class Member and Releasing Parties is hereby
deemed conclusively to have compromised, settled, discharged, dismissed and
released any and all rights, claims or causes of action against the Defendants
and Released Parties arising out of or based upon the Settled Claims and is
hereby forever barred and enjoined from asserting, either directly or
indirectly, any Settled Claims against any of the Defendants and Released
Parties.
9. On March 1, 2002, the Court entered an Order Preliminarily Approving
the Settlement by which it approved the form of Notice of Class Action
Determination, Proposed Settlement and Fairness Hearing (the "Notice") and
ordered that copies of the Notice be sent by mail to all Members of the Class at
the addresses set forth in the books and records maintained by the Operating
Partnerships. Pursuant to and in accordance with such order, the Notice was
provided to the Class members. The Notice given to the Class pursuant to the
Revised Stipulation was the best notice practicable under the circumstances.
Said Notice provided due and adequate notice to all Class Members of all
material elements of the Action, the terms and conditions of the Settlement, the
request for attorneys' fees and expenses and all relevant proceedings in the
Action. Said Notice fully satisfied the requirements of Rules 23(c)(2) and
23(e) of the Federal Rules of Civil Procedure and the United States
Constitution.
10. Without affecting the finality of this Final Judgment in any way,
this Court hereby retains continuing jurisdiction: (a) over implementation of
the Settlement and all distributions to the Plaintiffs and Class Members
pursuant to further orders of this Court; (b) over the Action until the final
judgment contemplated hereby has become effective and each and every act agreed
to be performed by the parties shall have been performed pursuant to the
Settlement; and (c) over all parties to the Action for the purpose of enforcing
and administering the Revised Stipulation.
11. If the Settlement does not become final and effective, then this
Final Judgment shall be rendered null and void ab initio and be vacated and the
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Settlement and all orders entered in connection therewith shall be rendered null
and void, except for the provisions of the Revised Stipulation concerning the
payment of the costs of Notice, and the Action shall be reinstated with the
parties having all rights as existed prior to the execution of the Revised
Stipulation.
12. Class Counsel in the Action are awarded attorneys' fees and
reimbursement of costs and expenses incurred from May 7, 1999 through May 30,
2002, in the aggregate amount of $1,166,667.00, which is to be paid, pursuant to
the terms of the Revised Stipulation, to Plaintiffs' Lead Counsel who will
allocate $100,000.00 of such amount among the Plaintiffs for incentive awards
approved by the Court and the remainder among Class Counsel.
13. In accordance with Section 47(b) of the Investment Company Act of
1940, as amended (the "1940 Act"), the Court finds, under the circumstances
surrounding the Revised Stipulation and the transactions contemplated thereby,
enforcement of this Settlement and any contracts entered into, or to be entered
into, by the Operating Partnerships and their affiliates (a) would produce a
more equitable result than would non-enforcement, and (b) would not be
inconsistent with the purposes of the 1940 Act, as described in Section 1 of
that Act. Accordingly, even if any of the Operating Partnerships is now, or has
been, an "investment company," as that term is defined in Section 3 of the 1940
Act, this Order shall be enforceable and binding on the parties hereto,
notwithstanding Section 7 of the 1940 Act. Nothing herein shall be deemed to
constitute either (a) a finding by the Court, or (b) an admission or
acknowledgment by any party hereto that any Operating Partnership is now, or has
been, an "investment company" within the meaning of Section 3 of the 1940 Act.
14. This Court hereby decrees that neither the Settlement, this Final
Judgment, nor the fact of settlement are an admission or concession by the
Defendants of any liability or wrongdoing whatsoever. This Final Judgment is
not a finding of the validity or invalidity of any claims in the Action or of
any wrongdoing by the Defendants. Neither the Settlement, nor this Final
Judgment, nor the fact of settlement, nor the settlement proceedings, nor the
settlement negotiations, nor any related documents shall be used or construed as
an admission of any fault, liability or wrongdoing by any person or entity or
shall be offered or received in evidence as an admission, concession,
presumption or inference against any party in any proceeding other than such
proceedings as may be necessary to consummate or enforce the Settlement.
DONE AND SIGNED in Chambers at West Palm Beach, Florida, this 12th day of
June, 2002.
/s/ Daniel T.K. Hurley
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Daniel T.K. Hurley
United States District Judge
Copies To All Counsel Of Record