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
January 15, 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.)
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 January 15, 1997, 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: January 15, 1997 /s/ Roy M. Dantzic*
----------------------------
Director and Officer
Date: January 15, 1997 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
Report to Certificateholders
All numbers in US$ unless otherwise stated
Payment Date: 15 January, 1997.
Calculation Date: 9 January, 1997.
<TABLE>
<CAPTION>
(i) ACCOUNT ACTIVITY SUMMARY (Between Calculation Dates)
---------------------------------------------------
Prior Balance Deposits Withdrawals Balance on
Calculation
Date
-----------------------------------------------------------------
10-Dec-96 9-Jan-97
<S> <C> <C> <C> <C>
Lessee Funded Account 0.00 0.00 (0.00) 0.00
Expense Account (note ii) 33,150,631.10 12,600,707.08 (28,339,409.68) 17,411,928.50
Collection Account (note iii) 234,366,783.16 51,582,431.76 (55,229,783.16) 230,719,431.76
- 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 59,137,000.00
- Other Collections 57,469,783.16 51,582,431.76
Total 267,517,414.26 64,183,138.84 (83,569,192.84) 248,131,360.26
(ii) ANALYSIS OF EXPENSE ACCOUNT ACTIVITY
------------------------------------
Balance on preceding Calculation Date
(December 10,1996) 33,150,631.10
Transfer from Collection Account (previous
Payment Date) 12,500,000.00
Interest Earned during period 100,707.08
Payments during period between prior Calculation
Date and the relevant Calculation Date:
- Payments on previous Payment Date (5,827,382.02)
- Other payments (22,512,027.66)
Balance on relevant Calculation Date
(January 9, 1997) 17,411,928.50
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY
---------------------------------------
Balance on preceding Calculation Date
(December 10, 1996) 234,366,783.16
Collections during period 51,582,431.76
Transfer to Expense Account (previous Payment Date) (12,500,000.00)
Net transfer to Lessee Funded Accounts
Aggregate Certificate Payments (previous
Payment Date) (41,737,767.20)
Swap payments (previous Payment Date) (992,015.96)
Balance on relevant Calculation Date
(January 9, 1997) 230,719,431.76
</TABLE>
(iii) ANALYSIS OF COLLECTION ACCOUNT ACTIVITY (Cont'd)
------------------------------------------------
ANALYSIS OF CURRENT PAYMENT DATE DISTRIBUTIONS
----------------------------------------------------------
Priority of Payments
(i) Required Expense Amount 32,411,928.50
(ii) a) Class A Interest 13,569,217.16
b) Swap Payments 349,996.95
(iii) First Collection Account Top-up 120,000,000.00
(iv) Minimum Hedge Payment 19,700.00
(v) Class A Minimum Principal 0.00
(vi) Class B Interest 2,035,228.83
(vii) Class B Minimum Principal 1,137,352.00
(viii) Class C Interest 2,546,875.00
(ix) Class D Interest 3,625,000.00
(x) Second Collection Account Top-up 60,571,750.00
(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 19,700.00
(xviii) Class B Supplemental Principal 0.00
(xix) Class A Supplemental Principal 11,351,927.65
(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 248,131,360.26
Less Collection Account Top-Ups ((iii) and (180,571,750.0
(x)above) 0)
--------------
67,559,610.26
==============
<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> <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%
Interest Amount
Payable 4,147,624.58 3,703,418.75 2,531,445.83 1,037,578.33 2,149,149.67 2,035,228.83
Step Up Interest
Amount 0.00 0.00 0.00 0.00 0.00 0.00
Opening Principal
Balance 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 433,043,840.97 364,221,239.00
Minimum Principal
Payment Amount 0.00 0.00 0.00 0.00 0.00 1,137,352.00
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 11,351,927.65 0.00
Total Principal
Distribution Amount 0.00 0.00 0.00 0.00 11,351,927.65 1,137,352.00
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
(Jan 15, 1997) 850,000,000.00 750,000,000.00 500,000,000.00 200,000,000.00 421,691,913.32 363,083,887.00
</TABLE>
(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
(Jan 15, 1997) 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>
<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 5.48438% 5.48438% 5.48438% 5.48438% 5.48438% 5.48438%
Applicable Margin 0.25000% 0.32000% 0.47000% 0.62000% 0.35000% 1.10000%
Applicable Interest Rate 5.73438% 5.80438% 5.95438% 6.10438% 5.83438% 6.58438%
</TABLE>
<TABLE>
<CAPTION>
(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
<S> <C> <C> <C> <C> <C> <C>
Opening Principal Amount 8,500.00 7,500.00 5,000.00 2,000.00 4,330.44 3,642.21
Total Principal Payments 0.00 0.00 0.00 0.00 113.52 11.37
Closing Outstanding Principal
Balance 8,500.00 7,500.00 5,000.00 2,000.00 4,216.92 3,630.84
Total Interest 41.48 37.03 25.31 10.38 21.49 20.35
Total Premium 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
<TABLE>
<CAPTION>
(b) FIXED RATE CERTIFICATES
-----------------------
<S> <C> <C>
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>
Exhibit B
Attached hereto is a true and correct copy of the 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 occurrence 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 occurrence 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
