SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) DECEMBER 22, 2000 AFG Investment Trust B - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21390 04-3157230 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 Nyala Farms, Westport, Connecticut 06880 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 341-0515 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS Exhibit 4.1 Amended and Restated Voting and Tender Agreement dated as of December 22, 2000 by and between MILPI Acquisition Corp., PLM International, Inc. and the other parties thereto. 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. Dated: December 28, 2000 AFG INVESTMENT TRUST B By: AFG ASIT Corporation, as Managing Trustee By: /S/ JAMES A. COYNE ------------------------------- Name: James A. Coyne Title: Senior Vice President EXHIBIT INDEX Exhibit NUMBER EXHIBIT NAME LOCATION 4.1 Amended and Restated Voting and Tender Agreement dated as Filed herewith of December 22, 2000 by and between MILPI Acquisition Corp., PLM International, Inc. and the other parties thereto.