SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
October 15, 1996
(Date of Earliest Event Reported)
AIRPLANES LIMITED AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of
Association or Trust Agreement)
Jersey, Channel Islands Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
33-99970-01 13-3521640
(Commission File (IRS Employer
Number) Identification
No.)
Aiplanes Limited Airplanes U.S. Trust
22 Grenville Street 1100 North Market Street
St. Helier Rodney Square North
Jersey, JE4 8PX Wilmington, Delaware
Channel Islands 19890-0001
(011 44 1534 609 000) (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of
Registrants' Principal Executive Offices)
Item 5. Other Events
Attached hereto as Exhibit A is a copy of a Report to
Certificateholders dated October 15, 1996, sent to each holder of a Pass
Through Certificate issued by Airplanes Pass Through Trust.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
AIRPLANES LIMITED
Date: October 15, 1996 /s/ Roy M. Dantzic*
Director and Officer
Date: October 15, 1996 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
Attorney-in-Fact
EXHIBIT INDEX
Exhibit A - Report to Certificateholders
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S. Trust
<TABLE>
<CAPTION>
AIRPLANES Group
Report to Certificateholders
All Numbers in US$ unless otherwise stated
Payment Date: 15 October, 1996.
Calculation Date: 8 October, 1996.
(i) ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates)
Balance on
Prior Balance Deposits Withdrawals Calculation Date
10-Sep-96 8-Oct-96
<S> <C> <C> <C> <C>
Lessee Funded Account 0.00 0.00 (0.00) 0.00
Expense Account (note ii) 24,391,961.44 14,116,986.39 (14,290,606.59) 24,218,341.24
Collection Account (note iii) 238,400,404.20 51,562,141.68 (61,503,404.20) 228,459,141.68
- - Miscellaneous Reserve 40,000,000.00 40,000,000.00
- - Maintenance Reserve 80,000,000.00 80,000,000.00
- - Security Deposit 56,905,000.00 56,897,000.00
- - Other Collections 61,495,404.20 51,562,141.68
-------------- ------------- ------------- --------------
Total 262,792,365.64 65,679,128.07 (75,794,010.79) 252,677,482.92
============== ============= ============= ==============
</TABLE>
(ii) ANALYSIS OF EXPENSE ACCOUNT ACTIVITY
Balance on preceding Calculation Date (September 10,1996) 24,391,961.44
Transfer from Collection Account (previous Payment Date) 14,000,000.00
Interest Earned during period 116,986.39
Payments during period between prior Calculation Date
and the relevant Calculation Date:
- - Payments on previous Payment Date (2,749,582.02)
- - Other payments (11,541,024.57)
-------------
Balance on relevant Calculation Date (October 8, 1996) 24,218,341.24
=============
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY
Balance on preceding Calculation Date (September 10, 1996) 238,400,404.20
Collections during period 51,562,141.68
Transfer to Expense Account (previous Payment Date) (14,000,000.00)
Net transfer to Lessee Funded Accounts 0.00
Aggregate Certificate Payments (previous Payment Date) (47,116,669.39)
Swap payments (previous Payment Date) (386,734.81)
--------------
Balance on relevant Calculation Date (October 8, 1996) 228,459,141.68
==============
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Cont'd)
ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS
Priority of Payments
(i) Required Expense Amount 40,218,341.24
(ii) a) Class A Interest 13,103,582.54
b) Swap Payments 693,902.71
(iii) First Collection Account Top-up 120,000,000.00
(iv) Minimum Hedge Payment 55,000.00
(v) Class A Minimum Principal 0.00
(vi) Class B Interest 1,955,493.53
(vii) Class B Minimum Principal 1,114,065.00
(viii) Class C Interest 2,546,875.00
(ix) Class D Interest 3,625,000.00
(x) Second Collection Account Top-up 56,897,000.00
(xi) Class A Principal Adjustment Amount 0.00
(xii) Class C Scheduled Principal 0.00
(xiii) Class D Scheduled Principal 0.00
(xiv) Modification Payments 0.00
(xv) Soft Bullet Note Step-up Interest 0.00
(xvi) Class E Minimum Interest 492,684.17
(xvii) Supplemental Hedge Payment 55,000.00
(xviii) Class B Supplemental Principal 0.00
(xix) Class A Supplemental Principal 11,920,538.73
(xx) Class D Outstanding Principal 0.00
(xxi) Class C Outstanding Principal 0.00
(xxii) Class E Supplemental Interest 0.00
(xxiii) Class B Outstanding Principal 0.00
(xxiv) Class A Outstanding Principal 0.00
(xxv) Class E Accrued Unpaid Interest 0.00
(xxvi) Class E Outstanding Principal 0.00
(xxvii) Charitable Trust 0.00
--------------
Total Payments with respect to Payment Date 252,677,482.92
Less Collection Account Top-Ups ((iii) and (x)above) (176,897,000.00)
--------------
75,780,482.92
==============
(iv) PAYMENT ON THE CERTIFICATES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
(a) FLOATING RATE CERTIFICATES A-1 A-2 A-3 A-4 A-5 Class B
Applicable LIBOR 5.50391% 5.50391% 5.50391% 5.50391% 5.50391% 5.50391%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.75391% 5.82391% 5.97391% 6.12391% 5.85391% 6.60391%
Interest Amount Payable 3,939,830.04 3,518,612.29 2,406,158.19 986,629.94 2,252,352.08 1,955,493.53
Step Up Interest Amount 0.00 0.00 0.00 0.00 0.00 0.00
Opening Principal Balance 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 477,633,458.07 367,586,658.00
Minimum Principal
Payment Amount 0.00 0.00 0.00 0.00 0.00 1,114,065.00
Adjusted Principal
Payment Amount 0.00 0.00 0.00 0.00 0.00 0.00
Supplemental Principal
Payment Amount 0.00 0.00 0.00 0.00 11,920,538.73 0.00
Total Principal
Distribution Amount 0.00 0.00 0.00 0.00 11,920,538.73 1,114,065.00
Redemption Amount
- amount allocable
to principal 0.00 0.00 0.00 0.00 0.00 0.00
- premium allocable -------------- -------------- -------------- -------------- -------------- --------------
to premium 0.00 0.00 0.00 0.00 0.00 0.00
Outstanding Principal
Balance (Oct 15, 1996) 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 465,712,919.34 366,472,593.00
============== ============== ============== ============== ============== ==============
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
(b) FIXED RATE CERTIFICATES Class C Class D
Applicable Interest Rate 8.1500% 10.8750%
Interest Amount Payable 2,546,875.00 3,625,000.00
Opening Principal Balance 375,000,000.00 400,000,000.00
Scheduled Principal Payment Amount 0.00 0.00
Redemption Amount
- amount allocable to principal 0.00 0.00
- amount allocable to premium 0.00 0.00
Pool Factors and scheduled dollar amount for each class 0.00 0.00
-------------- --------------
Outstanding Principal Balance (Oct 15, 1996) 375,000,000.00 400,000,000.00
============== ==============
Table of rescheduled Pool Factors n/a n/a
in the event of a partial redemption
</TABLE>
<TABLE>
<CAPTION>
(v) FLOATING RATE CERTIFICATE INFORMATION FOR NEXT INTEREST ACCRUAL PERIOD (Aggregate Amounts)
<S> <C> <C> <C> <C> <C> <C>
A-1 A-2 A-3 A-4 A-5 Class B
Applicable LIBOR 5.38281% 5.38281% 5.38281% 5.38281% 5.38281% 5.38281%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.63281% 5.70281% 5.85281% 6.00281% 5.73281% 6.48281%
</TABLE>
<TABLE>
<CAPTION>
(vi) CURRENT PERIOD PAYMENTS Per $100,000 Initial Outstanding Principal Balance of Certificates)
(a) FLOATING RATE CERTIFICATES
<S> <C> <C> <C> <C> <C> <C>
A-1 A-2 A-3 A-4 A-5 Class B
Opening Principal Amount 8,500.00 7,500.00 5,000.00 2,000.00 4,776.33 3,675.87
Total Principal Payments 0.00 0.00 0.00 0.00 119.21 11.14
-------- -------- -------- -------- -------- --------
Closing Outstanding Principal Balance 8,500.00 7,500.00 5,000.00 2,000.00 4,657.13 3,664.73
Total Interest 39.40 35.19 24.06 9.87 22.52 19.55
Total Premium 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
(b) FIXED RATE CERTIFICATES
Class C Class D
Opening Principal Amount 3,750.00 4,000.00
Total Principal Payments 0.00 0.00
-------- --------
Outstanding Principal Balance 3,750.00 4,000.00
Total Interest 25.47 36.25
Total Premium 0.00 0.00
</DCOUMENT>
Exhibit B
Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.
/s/ Janet Anderson
------------------
Janet Anderson
POWER OF ATTORNEY
Each of the undersigned, being a Director and officer of Airplanes
Limited, hereby individually appoints Patrick Blaney, John Tierney, Brian
McLoghlin, Declan Treacy, Richard Pierce, John Redmond, Michael Walsh and Rose
Hynes and each of them, acting as an officer of GPA Financial Services
(Ireland) Limited, as Administrative Agent of Airplanes Limited, his true and
lawful attorney-in-fact and agent (each an "Attorney-in-Fact"), with full
power of substitution and resubstitution, for him and in his name, place and
stead, in his capacity as a Director and an officer of Airplanes Limited, to
sign each Report on Form 8-K which will be filed at least monthly, provided
that where any such Report on Form 8-K is required to contain any
information in addition to or other than a copy of the relevant monthly
report to certificate holders, the contents of such Report on Form 8-K
shall be notified to any one Director of Airplanes Limited prior to the
filing thereof, each such Report on Form 8-K containing a monthly report to
a certificate holders to be filed monthly on or about the 15th day of each
month and each other Report on Form 8-K to be filed within the time
prescribed by the SEC upon the occurrance of certain events listed in the
SEC rules and regulations with the Securities and Exchange Commission (the
"SEC") and any amendments thereto, and to file the same with any exhibits
thereto and any other documents in connection therewith with the SEC,
granting unto said Attorney-in-Fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said Attorney-
in-Fact, or his substitute, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.
Dated: 24 June 1996 /s/ Roy M. Dantzic
------------------
Roy M. Dantzic
Witness: /s/ A.Syvret
Dated: 24 June 1996 /s/ William A. Franke
---------------------
William A. Franke
Witness: /s/ A.Syvret
Dated: 24 June 1996 /s/ Hugh R. Jenkins
-------------------
Hugh R. Jenkins
Witness: /s/ A.Syvret
Dated: 24 June 1996 /s/ William M. McCann
---------------------
William M. McCann
Witness: /s/ A.Syvret
Dated: 24 June 1996 /s/ Edward J. Hansom
--------------------
Edward J. Hansom
Witness: /s/ A.Syvret
Exhibit C
Attached hereto is a true and correct copy of a Power of
Attorney given by each of the persons signatory thereto.
/s/ Janet Anderson
------------------
Janet Anderson
POWER OF ATTORNEY
Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Patrick Blaney, John
Tierney, Brian McLoghlin, Declan Treacy, Richard Pierce, John Redmond, Michael
Walsh and Rose Hynes and each of them, acting as an officer of GPA Financial
Services (Ireland) Limited, as Administrative Agent of Airplanes U.S, his true
and lawful attorney-in-fact and agent (each an "Attorney-in-Fact"), with full
power of substitution and resubstitution, for him and in his name, place and
stead, in his capacity as a Controlling Trustee and an officer of Airplanes
U.S. Trust to sign each Report on Form 8-K which will be filed at least
monthly, provided that where any such Report on Form 8-K is required to
contain any information in addition to or other than a copy of the relevant
monthly report to certificate holders, the contents of such Report on Form 8-K
shall be notified to any one Controlling Trustee of Airplanes U.S. Trust prior
to the filing thereof, each such Report on Form 8-K containing a monthly
report to certificate holders to be filed monthly on or about the 15th day of
each month and each other Report on Form 8-K to be filed within the time
prescribed by the SEC upon the occurrance of certain events listed in the SEC
rules and regulations with the Securities and Exchange Commission (the "SEC")
and any amendments thereto, and to file the same with any exhibits thereto and
any other documents in connection therewith with the SEC, granting unto said
Attorney-in-Fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said Attorney-in-Fact, or his substitute,
may lawfully do or cause to be done by virtue hereof.
Dated: 24 June 1996 /s/ Roy. M. Dantzic
-------------------
Roy M. Dantzic
Controlling Trustee
/s/ William A. Franke
---------------------
William A. Franke
Controlling Trustee
/s/ Hugh R. Jenkins
-------------------
Hugh R. Jenkins
Controlling Trustee
/s/ William M. McCann
---------------------
William M. McCann
Controlling Trustee
/s/ Edward J. Hansom
--------------------
Edward J. Hansom
Controlling Trustee
