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 30, 1997
(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.)
Airplanes 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
Press Release dated Decemeber 30, 1997
Press Release
Airplanes Group
Airplanes Group (the "Company") filed a registration statement today with the
U.S. Securities and Exchange Commission for the issue of $850 million in new
debt securities. The new securities will be issued to refinance the Company's
outstanding $850 million of Subclass A-1 Pass Through Certificates. The
refinancing is expected to occur on March 16, 1998, which is the expected
final payment date for the Subclass A-1 Pass Through Certificates. The
underwriting syndicate for the offering is being lead managed by Morgan
Stanley & Co. Incorporated. Lehman Brothers and Salomon Smith Barney are
acting as co-managers. As of September 30, 1997, Airplanes Group owned 228
aircraft on lease to 77 operators in 40 countries.
Airplanes Group is also announcing today the sale of six of its DC8 freighter
aircraft to Emery Worldwide Airways ("Emery"), the current lessee of such
aircraft. The aggregate sale price for the aircraft meets the aggregate
"target price" required under the terms of the Company's notes. Delivery of
the DC8 aircraft to Emery is expected to occur between December 30, 1997 and
February 15, 1998.
The registration statement filed today contains more information about the
refinancing. The registration statement also contains information regarding
developments in aircraft values since the last appraisal of the Company's
aircraft in February 1997. The Company expects to obtain updated appraisals
of the aircraft in late January 1998 in advance of the refinancing. Those
appraisals are expected to show a greater decrease than that assumed by the
aircraft depreciation schedules relating to the Company's notes. With a few
exceptions, greater than assumed decreases are anticipated across the
portfolio of aircraft with significant impacts resulting from decreases in
values of Fokker 100s, DC8s, and, to a lesser extent, B767s, MD11s and MD83s.
These greater than assumed decreases are anticipated due primarily, in the
case of the Fokker 100s, to Fokker exiting the industry, and, in the case of
MD11s and MD83s, to the Boeing/McDonnell Douglas merger. In the case of the
B767s and DC8s, these greater than assumed decreases are anticipated due in
part to increased competition from other aircraft types. In addition, greater
than assumed decreases are also anticipated with respect to the values of A320-
200s and B737-300/400/500s due primarily to continued price discounting by
Boeing and Airbus.
In addition to being used in connection with the refinancing, the January 1998
appraisals will be used to determine, as required by the terms of the
Company's notes, whether excess cashflow should be redirected to the Class A
Notes via the Class A Principal Adjustment Amount. Required Class A Principal
Adjustment Amounts would not affect payments of interest on the Company's
Class A-D Notes but can cause the suspension of scheduled principal payments
on the Class C Notes (scheduled to commence in May 1998) and Class D Notes
(scheduled to commence in May 1999) and interest payments on the Class E Notes.
The exact extent to which the actual decrease in aircraft values to be
demonstrated by the January 1998 appraisals will exceed the assumed value
decline and the size of required Class A Principal Adjustment Amounts will not
be known until such appraisals are obtained. Airplanes Group expects,
however, that the actual value decrease will exceed the assumed value decrease
to a similar extent to that experienced in February 1997. It should be noted
that at December 15, 1997, Airplanes Group had exceeded scheduled payments to
the Class A Notes by $41 million and therefore, the required Class A Principal
Adjustment Amount will reflect such repayments and will be further offset by
net cash proceeds from the sale of the six DC8 Aircraft to Emery.
Further information regarding the refinancing
A registration statement relating to the debt securities to be offered by the
Company has been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement becomes effective.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of these securities in any
country, jurisdiction or state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such country, jurisdiction or state.
December 30, 1997
For further information, please contact:
Edward Hansom at tel +353 61 706505, or
Paul Farrell at tel +353 61 706408
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 30, 1997 /s/ Roy M. Dantzic*
-----------------------
Director and Officer
Date: December 30, 1997 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
------------------------
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
------------------------
Attorney-in-Fact
EXHIBIT INDEX
Exhibit A - Power of Attorney for Airplanes Limited
Exhibit B - Power of Attorney for Airplanes U.S. Trust
Exhibit A
Attached hereto is a true and correct copy of a Power of Attorney given
by each of the persons signatory thereto.
/s/Mona Patel
-------------
Mona Patel
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 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 B
Attached hereto is a true and correct copy of a Power of Attorney given
by each of the persons signatory thereto.
/s/ Mona Patel
--------------
Mona Patel
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. Trust,
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
