=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
June 14, 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)
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Item 5. Other Events
Attached hereto as Exhibit A is a copy of a Report to
Certificateholders dated June 14, 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: June 14, 1996 /s/ Roy M. Dantzic*
----------------------------
Director and Officer
Date: June 14, 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
EXHIBIT A
AIRPLANES Group
<TABLE>
<CAPTION>
Payment Date: 17 June, 1996.
Calculation Date: 11 June, 1996. All numbers in US$ unless otherwise stated
(i) ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates)
---------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance on
Prior Balance Deposits Withdrawals Calculation Date
------------- -------- ----------- ----------------
09-May-96 11-Jun-96
Lessee Funded Account 0.00 0.00 (0.00) 0.00
Expense Account (note ii) 12,559,529.76 15,506,153.14 (14,715,865.40) 13,349,817.50
Collection Account (note iii) 267,751,680.97 59,151,106.31 (83,674,680.97) 243,228,106.31
- Miscellaneous Reserve 40,000,000.00 40,000,000.00
- Maintenance Reserve 80,000,000.00 80,000,000.00
- Security Deposit 64,077,000.00 64,077,000.00
- Other Collections 83,674,680.97 59,151,106.31
Total 280,311,210.73 74,657,259.45 (98,390,546.37) 256,577,923.81
(ii) ANALYSIS OF EXPENSE ACCOUNT ACTIVITY
------------------------------------
Balance on preceding Calculation date (May 9, 1996) 12,559,529.76
Transfer from Collection Account (previous Payment Date) 15,440,470.24
Interest Earned during period 65,682.90
Payments during period between prior calculation date and the
relevant Calculation Date:
- Payments on previous Payment Date (9,564,663.30)
- Other payments (5,151,202.10)
-------------
Balance on relevant Calculation Date (June 11, 1996) 13,349,817.50
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY
---------------------------------------
Balance on preceding Calculation Date (May 9, 1996) 267,751,680.97
Collections during period 59,151,106.31
Transfer to Collection Account (previous Payment Date) (15,440,470.24)
Net transfer to Lessee Funded Accounts 0.00
Aggregate Certificate payments (previous Payment Date) (67,494,057.45)
Swap payments (previous Payment Date) (740,153.28)
--------------
Balance on relevant Calculation Date (June 11, 1996) 243,228,106.31
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Cont'd)
-----------------------------------------------
ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS
----------------------------------------------
Priority of Payments
(i) Required Expense Amount 24,000,000.00
(ii) a) Class A Interest 15,208,868.15
b) Swap Payments 86,991.52
(iii) First Collection Account Top-up 120,000,000.00
(iv) Minimum Hedge Payment 64,050.00
(v) Class A Minimum Principal 6,386,393.73
(vi) Class B Interest 2,226,422.16
(vii) Class B Minimum Principal 1,083,452.00
(viii) Class C Interest 2,546,875.00
(ix) Class D Interest 3,625,000.00
(x) Second Collection Account Top-up 64,077,000.00
(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 503,619.17
(xvii) Supplemental Hedge Payment 64,050.00
(xviii) Class B Supplemental Principal 0.00
(xix) Class A Supplemental Principal 16,705,202.08
(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 256,577,923.81
Less Collection Account Top-Ups ((iii) and (x) above) (184,077,000.00)
-----------------
72,500,923.81
=================
</TABLE>
<TABLE>
<CAPTION>
(iv) PAYMENT ON THE CERTIFICATES
---------------------------
(a) FLOATING RATE CERTIFICATES A-1 A-2 A-3 A-4
------------------------------- --- --- --- ---
<S> <C> <C> <C> <C>
Applicable LIBOR 5.42969% 5.42969% 5.42969% 5.42969%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000%
Applicable Interest Rate 5.67969% 5.74969% 5.89969% 6.04969%
Interest Amount Payable 4,425,425.13 3,952,911.88 2,704,024.58 1,109,109.83
Step Up Interest Amount 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
Minimum Principal Payment Amount 0.00 0.00 0.00 0.00
Adjusted Principal Payment Amount 0.00 0.00 0.00 0.00
Supplemental Principal Payment Amount 0.00 0.00 0.00 0.00
Total Principal Distribution Amount 0.00 0.00 0.00 0.00
Redemption Amount
- amount allocable to principal 0.00 0.00 0.00 0.00
- premium allocable to premium 0.00 0.00 0.00 0.00
-------------- -------------- -------------- --------------
Outstanding Principal Balance (June 17, 1996) 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00
A-5 Class B
--- -------
<C> <C>
5.42969% 5.42969%
0.35000% 1.10000%
5.77969% 6.52969%
3,017,396.73 2,226,422.16
0.00 0.00
569,529,770.73 371,966,230.00
6,386,393.73 1,083,452.00
0.00 0.00
16,705,202.08 0.00
23,091,595.81 1,083,452.00
0.00 0.00
0.00 0.00
-------------- --------------
546,438,174.92 370,882,778.00
</TABLE>
<TABLE>
<CAPTION>
(b) FIXED RATE CERTIFICATES Class C Class D
-----------------------
<S> <C> <C>
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 (June 17, 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)
------------------------------------------------------------------------------------------
A-1 A-2 A-3 A-4 A-5 Class B
--- --- --- --- --- -------
<S> <C> <C> <C> <C> <C> <C>
Applicable LIBOR 5.49609% 5.49609% 5.49609% 5.49609% 5.49609% 5.49609%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.74609% 5.81609% 5.96609% 6.11609% 5.84609% 6.59609%
</TABLE>
(vi) CURRENT PERIOD PAYMENTS Per $100,000 (Initial Outstanding Principal
Balance of Certificates)
----------------------------------------------------------------------
(a) FLOATING RATE CERTIFICATES
--------------------------
<TABLE>
<CAPTION>
A-1 A-2 A-3 A-4 A-5 Class B
--- --- --- --- --- -------
<S> <C> <C> <C> <C> <C> <C>
Opening Principal Amount 8,500.00 7,500.00 5,000.00 2,000.00 5,695.30 3,719.66
Total Principal Payments 0.00 0.00 0.00 0.00 230.92 10.83
-------- -------- -------- -------- -------- --------
Closing Outstanding Principal Balance 8,500.00 7,500.00 5,000.00 2,000.00 5,464.38 3,708.83
Total Interest 44.25 39.53 27.04 11.09 30.17 22.26
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
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 the Form 8-K, provided that any such Form 8-K is required only to contain
a copy of the relevant monthly report to certificate holders, each such Form
8-K to be filed by Airplanes Limited with the Securities and Exchange
Commission (the "SEC") on or about each of May 15, 1996, and June 15, 1996,
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: 22 April 1996 /s/ Roy M. Dantzic
_____________________________
Roy M. Dantzic
Witness: /s/ N. Chadd
________________________
Dated: 25 April 1996 /s/ William A. Franke
_____________________________
William A. Franke
Witness: /s/ Ann Howlett
________________________
Dated: 22 April 1996 /s/ Hugh R. Jenkins
_____________________________
Hugh R. Jenkins
Witness: /s/ R. Daltee
________________________
Dated: 23 April 1996 /s/ William M. McCann
_____________________________
William M. McCann
Witness: /s/ D.W.
________________________
Dated: 25 April 1996 /s/ Edward J. Hansom
_____________________________
Edward J. Hansom
Witness: /s/ Ann Howlett
________________________
EXHIBIT C
Attached hereto is a true and correct copy of a unanimous
written consent of all the Controlling Trustees of Airplanes U.S. Trust.
/s/ Janet Anderson
_____________________
Janet Anderson
UNANIMOUS WRITTEN CONSENT OF THE CONTROLLING TRUSTEES OF
AIRPLANES U.S. TRUST
The undersigned, being all of the Controlling Trustees of
Airplanes U.S. Trust (the "Company"), do hereby adopt the following preambles
and resolutions.
WHEREAS, the Company is required to file a report on Form 10-Q
(the "Form 10-Q") with the Securities and Exchange Commission (the "SEC") on
or before April 26, 1996, for the nine months ended December 31, 1995,
pursuant to the requirements of the United States Securities Exchange Act of
1934, as amended;
WHEREAS, the Company is required to file a report on Form 8-K
(the "Form 8-K") with the SEC on or about May 15, 1996, and June 15, 1996,
pursuant to the terms of the Registration Statement (File No. 33-99970) filed
by the Company with the SEC and declared effective on March 12, 1996 (the
"Registration Statement");
WHEREAS, the Company is required to file a report on Form SR
(the "Form SR") with the SEC on or before June 24, 1996, pursuant to Rule 463
of the Securities Act of 1933, as amended;
WHEREAS, each of the Controlling Trustees has considered the
draft Form 10-Q for the nine months ended December 31, 1995, previously
circulated to him;
WHEREAS, the format of the report to pass-through certificates
holders to be contained in each Form 8-K is precisely described in the
Registration Statement;
WHEREAS, each of the Controlling Trustees has considered the
draft Form SR previously circulated to him;
WHEREAS, GPA Financial Services (Ireland) Limited is the
Administrative Agent for the Company (the "Administrative Agent") and each of
the undersigned desires to grant a power of attorney to certain officers of
the Administrative Agent to facilitate the filing of each Form 8-K; and
WHEREAS, the Company desires to file the Form
10-Q, the two Form 8-Ks and the Form SR as required.
THEREFORE, IT IS HEREBY:
RESOLVED, that the Company should file the Form 10-Q, each of
the Form 8-Ks and the Form SR with the SEC in Washington, D.C. on or before
the appropriate dates;
RESOLVED, that each Controlling Trustee indicated below be, and
hereby is, authorized, in the name of the Company, to approve, execute and
deliver the final versions of the Form 10-Q and the Form SR;
RESOLVED, that for the sole purpose of executing the Form 10-Q,
Roy M. Dantzic be, and hereby is, designated and appointed the principal
financial officer of the Company;
RESOLVED, that each of the undersigned hereby 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 the Administrative Agent, 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
Controlling Trustee and an officer of the Company to sign either Form 8-K 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; and
RESOLVED, that each Attorney-in-Fact be, and hereby is,
authorized, in the name of the Company, to execute and deliver each Form 8-K.
Dated: 25 April 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
