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
December 16, 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
(a) Press release dated December 16, 1996.
(b) Attached hereto as Exhibit A is a copy of a Report to Certificateholders
dated December 16, 1996, sent to each holder of a Pass Through Certificate
issued by Airplanes Pass Through Trust.
Press Release
Airplanes Group
Canadian Airlines has approached its creditors, including Airplanes Group, with
proposals to reschedule its obligations. Canadian Airlines has indicated that
this approach is part of a general plan designed to address its financial
difficulties.
Airplanes Group has thirteen aircraft on lease to Canadian Airlines,
consisting of six A320 aircraft on operating leases and seven 737-200A
aircraft on finance leases which makes Canadian Airlines the third largest
lessee of Airplanes Group aircraft by initial appraised value as of October
31, 1995. Canadian Airlines has proposed to its aircraft lessors, including
Airplanes Group, that it be granted a deferral of operating lease rentals for
the three month period from December 1996 to February 1997 and a deferral of
finance lease principal payments for the six month period from December 1996
to May 1997. Canadian Airlines has proposed that the deferred payments be
repaid with interest over a two and a half year period commencing October
1998. If accepted, the Canadian Airplanes proposal would result in a loss of
cashflow to Airplanes Group of approximately $7.3 million over the six months
to May 1997. Canadian Airlines stopped, or indicated its intention to stop,
paying operating lease rentals and finance lease principal payments
to Airplanes Group and other aircraft lessors from December 1,
1996.
Airplanes Group is analysing the proposals made to it by Canadian Airlines.
There can be no assurance regarding whether and on what terms any agreement
with Canadian Airlines can be reached or the time period it may take to reach
such agreement. Ultimate resolution of the situation may involve a wider
restructuring of Canadian Airlines' obligations. To the extent that any
restructuring, or failure to reach agreement with Canadian Airlines, involves
a redelivery of aircraft to Airplanes Group, there can be no assurance that
Airplanes Group will be able to re-lease those aircraft on a timely basis, or
at lease rentals equal to those which Canadian Airlines is obliged to pay.
December 16, 1996
For further information please contact: Patrick Blaney at: tel +353 61
360000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the registrants has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
AIRPLANES LIMITED
Date: December 16, 1996 /s/ Roy M. Dantzic*
-----------------------
Director and Officer
Date: December 16, 1996 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
-----------------------
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
-------------------
Attorney-in-Fact
EXHIBIT INDEX
Exhibit A - Report to Certificateholders
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S.
Exhibit A
Airplanes Group
Report to Certificateholders
All numbers in US$ unless otherwise stated
<TABLE>
<CAPTION>
Payment Date: 16 December, 1996.
Calculation Date: 10 December, 1996.
(i) ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates)
----------------------------------------------------
Prior Balance Deposits Withdrawals Balance on
Calculation Date
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
8-Nov-96 10-Dec-96
Lessee Funded Account 0.00 0.00 (0.00) 0.00
Expense Account (note ii) 24,222,610.38 16,132,355.69 (7,204,334.97) 33,150,631.10
Collection Account (note iii) 231,531,697.18 57,469,783.16 (54,634,697.18) 234,366,783.16
-----------------------------------------------------------------------
- Miscellaneous Reserve 40,000,000.00 40,000,000.00
- Maintenance Reserve 80,000,000.00 80,000,000.00
- Security Deposit 56,897,000.00 56,897,000.00
- Other Collections 54,634,697.18 57,469,783.16
-----------------------------------------------------------------------
Total 255,754,307.56 73,602,138.85 (61,839,032.15) 267,517,414.26
(ii) ANALYSIS OF EXPENSE ACCOUNT ACTIVITY
-----------------------------------------------------------
Balance on preceding Calculation Date
(November 8,1996) 24,222,610.38
Transfer from Collection Account
(previous Payment Date) 16,000,000.00
Interest Earned during period
Payments during period between prior Calculation 132,355.69
Date and the relevant Calculation Date:
- Payments on previous Payment Date (2,666,261.75)
- Other payments (4,538,073.22)
--------------
Balance on relevant Calculation Date
(December 10, 1996) 33,150,631.10
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY
---------------------------------------
Balance on preceding Calculation Date
(November 8, 1996) 231,531,697.18
Collections during period 57,469,783.16
Transfer to Expense Account (previous
Payment Date) (16,000,000.00)
Net transfer to Lessee Funded Accounts
Aggregate Certificate Payments
(previous Payment Date) (37,822,972.57)
Swap payments (previous Payment Date) (811,724.61)
--------------
Balance on relevant Calculation Date
(December 10, 1996) 234,366,783.16
</TABLE>
Airplanes Group
Report to Certificteholders
All numbers in US$ unless otherwise stated
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Cont'd)
ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS
Priority of Payments
(i) Required Expense Amount 45,650,631.10
(ii) a) Class A Interest 13,569,522.84
b) Swap Payments 772,015.96
(iii) First Collection Account Top-up 120,000,000.00
(iv) Minimum Hedge Payment 110,000.00
(v) Class A Minimum Principal 0.00
(vi) Class B Interest 2,037,084.41
(vii) Class B Minimum Principal 1,129,558.00
(viii) Class C Interest 2,546,875.00
(ix) Class D Interest 3,625,000.00
(x) Second Collection Account Top-up 59,137,000.00
(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 110,000.00
(xviii) Class B Supplemental Principal 0.00
(xix) Class A Supplemental Principal 18,337,042.78
(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 267,517,414.26
---------------
Less Collection Account Top-Ups ((iii) (179,137,000.00)
and (x)above)
88,380,414.26
---------------
Airplanes Group
Report to Certificateholders
All numbers in US$ unless otherwise stated
<TABLE>
<CAPTION>
(iv) PAYMENT ON THE CERTIFICATES
(a) FLOATING RATE CERTIFICATES A-1 A-2 A-3 A-4 A-5 Class B
<S> <C> <C> <C> <C> <C>
Applicable LIBOR 5.37500% 5.37500% 5.37500% 5.37500% 5.37500% 5.37500%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.62500% 5.69500% 5.84500% 5.99500% 5.72500% 6.47500%
Interest Amount Payable 4,117,187.50 3,678,020.83 2,516,597.22 1,032,472.22 2,225,245.07 2,037,084.41
Step Up Interest Amount 0.00 0.00 0.00 0.00 0.00 0.00
Opening Principal Balance 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 451,380,883.75 365,350,797.00
Minimum Principal
Payment Amount 0.00 0.00 0.00 0.00 0.00 1,129,558.00
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 18,337,042.78 0.00
Total Principal Distribution
Amount 0.00 0.00 0.00 0.00 18,337,042.78 1,129,558.00
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
(Dec 16, 1996) 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 433,043,840.97 364,221,239.00
(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
(Dec 16, 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>
Airplanes Group
Report to Certificateholders
All numbers in US$ unless otherwise stated
<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>
Applicable LIBOR 5.60547% 5.60547% 5.60547% 5.60547% 5.60547% 5.60547%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.85547% 5.92547% 6.07547% 6.22547% 5.95547% 6.70547%
(vi) CURRENT PERIOD PAYMENTS Per $100,000 Initial Outstanding Principal Balance of Certificates)
-------------------------------------------------------------------------------------------
(a) FLOATING RATE CERTIFICATES
--------------------------
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 4,513.81 3,653.51
Total Principal Payments 0.00 0.00 0.00 0.00 183.37 11.30
------------------------------------------------------------------------------
Closing Outstanding Principal Balance 8,500.00 7,500.00 5,000.00 2,000.00 4,330.44 3,642.21
Total Interest 41.17 36.78 25.17 10.32 22.25 20.37
Total Premium 0.00 0.00 0.00 0.00 0.00 0.00
(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
</TABLE>
</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/ Vivian Fu
-------------------------
Vivian Fu
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/ Vivian Fu
------------------
Vivian Fu
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
