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): September 26, 2002
Commission File Number: 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
ITEM 5. Other Events.
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On September 26, 2002, American Income Partners V-B Limited Partnership
(the "Partnership") completed its liquidation and dissolution pursuant to a Plan
of Liquidation and Dissolution (the "Plan"), adopted as of July 18, 2002, in
accordance with the terms of the settlement of the class and derivative action
lawsuit entitled Leonard Rosenblum, et al. v. Equis Financial Group Limited
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Partnership, et al. involving the Partnership as a nominal defendant and
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directing the implementation of the settlement, the Final Judgment and Order for
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which was docketed on June 18, 2002 and the appeal period for which expired on
July 18, 2002 (the "Order").
The Partnership entered into a Liquidating Trust Agreement (the
"Liquidating Trust Agreement") with Wilmington Trust Company ("Wilmington
Trust"), as trustee of the American Income Partners V-B Limited Partnership
Liquidating Trust (the "Liquidating Trust"). As of July 18, 2002, each
unitholder of the Partnership received a pro rata beneficial interest in the
Liquidating Trust in exchange for such holder's Partnership units.
In accordance with the Order, the Plan and the Liquidating Trust Agreement
the Partnership has transferred all of its cash, non-cash assets and all of its
liabilities to the Liquidating Trust, including $1,371,414 in cash as a reserve
for contingent liabilities of the Partnership and the Liquidating Trust. On
August 16, 2002, the Partnership distributed a total of $2,152,363.10 in cash to
the General Partner and its unit holders of record as of August 8, 2002. On
September 26, 2002, the Partnership filed a Certificate of Cancellation with the
Secretary of State of The Commonwealth of Massachusetts.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
2.17 Plan of Liquidation and Dissolution
2.18 Final Judgment and Order
2.19 Liquidating Trust Agreement
2.20 Certificate of Cancellation
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
By: /s/ Wayne Engle________
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Wayne Engle
Vice President
Date: September 30, 2002
Exhibit Index
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Exhibit 2.17 Plan of Liquidation and Dissolution: Incorporated by reference
to Exhibit 2.15 to a report on Form 10-Q for the Partnership filed with the
Commission on August 14, 2002
[File #000-18365, Film #02736193]
Exhibit 2.18 Final Judgment and Order: Incorporated by reference to Exhibit
2.12 to a report on Form 8-K for the Partnership filed with the Commission on
July 24, 2002
[File #000-18365, Film #02709880]
Exhibit 2.19 Liquidating Trust Agreement: Incorporated by reference to
Exhibit 2.16 to a report on Form 10-Q for the Partnership filed with the
Commissioner on August 14, 2002
[File #000-18365, Film #02736193]
Exhibit 2.20 Certificate of Cancellation of Limited Partnership filed with
the Secretary of State of The Commonwealth of Massachusetts on September 26,
2002, filed herein.