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
March 10, 1998
(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 March 10, 1998
AIRPLANES GROUP
PRESS RELEASE
Airplanes Limited and Airplanes U.S. Trust (together, "Airplanes Group")
announce the public underwritten offering (the "Offering") of new pass through
trust certificates (the "1998 Refinancing Certificates") in the aggregate
amount of approximately $2.4 billion pursuant to a registration statement
filed with the U.S. Securities and Exchange Commission. The Offering is being
lead managed by Morgan Stanley & Co. Incorporated. Lehman Brothers Inc. and
Salomon Smith Barney are acting as senior co-managers of the Offering.
Airplanes Group will use the net proceeds of the Offering to refinance the
outstanding $850 million of Subclass A-1 Certificates, $750 million of
Subclass A-2 Certificates, $500 million of Subclass A-3 Certificates and $337
million of Class B Certificates.
The 1998 Refinancing Certificates will be issued in the following subclasses
and classes:
<TABLE>
Subclass A-6 Subclass A-7 Subclass A-8 New Class B
Certificates Certificates Certificates Certificates
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Aggregate
Principal Amount $850,000,000 $550,000,000 $700,000,000 $337,000,000
Expected Ratings
DCR.................. AA AA AA A
Moody's.............. Aa2 Aa2 Aa2 A2
Standard &
Poor's............... AA AA AA A
Interest Rate 1 Month 1 Month 1 Month 1 Month
LIBOR+ LIBOR+ LIBOR+ LIBOR+
0.340% 0.260% 0.375% 0.750%
Expected Final
Payment Date January 15, 2004 March 15, 2001 March 15, 2003 March 15, 2009
Expected
Weighted
Average Life 3.1 years 3.0 years 5.0 years 6.1 years
</TABLE>
Airplanes Group intends to complete the Offering of the 1998 Refinancing
Certificates and to receive the proceeds therefrom on the March 16, 1998
Payment Date, subject to satisfaction of customary closing conditions. On the
March 16, 1998 Payment Date, assuming the Offering is completed, the existing
Subclass A-1, A-2, A-3 and Class B Certificates will be repaid in full at par
together with accrued and unpaid interest in accordance with their terms.
Failure to refinance any such Certificates on March 16, 1998 will not
constitute a default on the Certificates or otherwise result in any penalty
payable by Airplanes Group except that Step-Up Interest of 0.50% per annum
will become payable on the Outstanding Principal Balance of the Subclass A-1
Certificates from and including March 16, 1998 until such Subclass A-1
Certificates are repaid in full.
This press release shall not constitute an offer or invitation to sell or the
solicitation of an offer or invitation to buy nor shall there be any sale of
these securities in any country, jurisdiction or state in which such offer,
invitation, solicitation or sale would be unlawful.
For additional information please contact Edward Hansom (+353 61 706505) or
Paul Farrell (+353 61 706408).
March 10, 1998
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: March 10, 1998 /s/ Roy M. Dantzic*
----------------------------
Director and Officer
Date: March 10, 1998 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
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 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 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
