<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
DEPOSITARY UNITS REPRESENTING LIMITED PARTNERS' INTERESTS
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
009366105
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(CUSIP NUMBER)
HENRY LERNER, ESQ.
UNITED STATES AIRLEASE HOLDING, INC.
733 FRONT STREET
P.O. BOX 193985
SAN FRANCISCO, CA 94119
TELEPHONE: 415-627-9582
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
SEPTEMBER 20, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of this class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
PAGE 1 OF 9 PAGES.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United States Airlease Holding, Inc.
I.R.S. Identification No.: 94-3009222
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
California
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 231,250 Units
OWNED BY EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
231,250 Units
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,250 Units
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USL Capital Corporation
I.R.S. Identification No.: 94-1360891
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 231,250 Units
OWNED BY EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
231,250 Units
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,250 Units
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ford Motor Company
I.R.S. Identification No.: 38-0549190
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 231,250 Units
OWNED BY EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
231,250 Units
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,250 Units
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 5 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ford Holdings, Inc.
I.R.S. Identification No.: 38-2890269
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
---------------------------------------------------------------------------
3 SEC USE ONLY
---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
---------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 231,250 Units
OWNED BY EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
231,250 Units
----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,250 Units
---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO, HC
---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 6
Page 6 of 9 Pages
SCHEDULE 13D
United States Airlease Holding, Inc., ("Holding"), USL Capital
Corporation (formerly United States Leasing International, Inc.) ("USL
Capital"), Ford Holdings, Inc. ("FHI") and Ford Motor Company ("Ford") hereby
amend their joint statement on Schedule 13D (the "Schedule 13D"), as most
recently amended and filed with the Securities and Exchange Commission on
September 5, 1996, relating to the Depositary Units Representing Limited
Partners' Interests ("Units") of Airlease Ltd., A California Limited
Partnership (the "Partnership").
The Schedule 13D is hereby amended as follows:
ITEM 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended to read in full as
follows:
Pursuant to an Asset Purchase Agreement among BA Leasing & Capital
Corporation, USL Capital and Ford Motor Credit Company, on September 20, 1996,
Holding sold 793,750 Units (17.1622% of the outstanding Units) to BA Leasing
and Capital Corporation. The terms of the Asset Purchase Agreement are
described in Item 6 hereof. After giving effect to the sale, Holding
beneficially and directly owns an aggregate of 231,250 Units, which represents
approximately 5.0% of the total number of Units presently issued and
outstanding. As the parent company of Holding, USL Capital is a beneficial
indirect owner of the same 231,250 Units directly owned by Holding. As the
parent company of USL Capital, FHI is the beneficial indirect owner of the same
231,250 Units directly owned by Holding and indirectly owned by USL Capital.
As the ultimate parent company of FHI, Ford is a beneficial indirect owner of
the same 231,250 Units directly owned by Holding and indirectly owned by USL
Capital and FHI. Holding, USL Capital, FHI and Ford have shared voting and
dispositive power over the 231,250 Units. Holding acquired all such Units on
October 10, 1986 directly from the Partnership for a cash payment of $19.03 per
Unit. Except as described above and in Item 6 below, neither Holding, USL
Capital, FHI nor Ford has had any transactions in the Units in the past 60
days.
The number of Units owned by each of the directors and executive
officers of USL Capital, Holding, FHI and Ford and the nature of such ownership
is set forth in Exhibits 1, 2, 3 and 4 respectively, attached to this Schedule
13-D and incorporated herein by reference. To the knowledge of Holding, USL
Capital, FHI and Ford, from a search of the records of the Partnership, no
director or executive officer of either FHI or Ford owns any Units.
To the knowledge of Holding, USL Capital, FHI and Ford, from a search
of the records of the Partnership, no executive officer or director of any of
them has had any transactions in the Units in the past 60 days.
<PAGE> 7
Page 7 of 9 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Item 6 of the Schedule 13D is amended to read in full as follows:
Pursuant to Section 8.4 of the Amended and Restated Agreement of
Limited Partnership of the Partnership (the "Partnership Agreement"), Holding
agreed to hold, except for transfers to related entities, (i) Units
representing 20% of the total Units outstanding immediately after the initial
public offering of the Units for the five-year period ended October 10, 1991
and (ii) at least 25% of such Units while Airlease Management Services, Inc.
("AMSI") or any related entity remains the general partner of the Partnership.
Pursuant to the Underwriting Agreement, dated October 2, 1986, among
AMSI, USL Capital, United States Airlease, Inc., and Dean Witter Reynolds Inc.,
Smith Barney, Harris Upham & Co. Incorporated, and Tucker, Anthony & R.L. Day,
Inc., as Representatives of the several Underwriters, as amended, USL Capital
has agreed that for the 10 year period ending October 10, 1996, AMSI will
remain a related entity of USL Capital (unless to do so would materially and
adversely affect the Partnership).
USL Capital has entered into an Asset Purchase Agreement (the
"Purchase Agreement") dated as of August 5, 1996 among BA Leasing & Capital
Corporation (the "Purchaser"), USL Capital and Ford Motor Credit Company ("Ford
Credit"), a wholly owned subsidiary of Ford, pursuant to which USL Capital
agreed to sell to the Purchaser certain assets of USL Capital and its
subsidiaries, including 793,750 Units (17.1622% of the outstanding Units) (the
"Purchased Units") and all of the capital stock of Holding and AMSI
(collectively, the "Airlease Purchased Assets"). The complete terms of the
transaction are set forth in the Purchase Agreement attached to this Schedule
13-D as Exhibit 5 and incorporated herein by this reference. The Purchased
Units were sold by Holding to the Purchaser on September 20, 1996. As of the
date hereof, USL Capital retains ownership of the capital stock of Holding and
AMSI.
The Purchase Agreement provides that consummation of the purchase and
sale of the Airlease Purchased Assets and the assumption of the related
liabilities which are to be assumed by the Purchaser pursuant to the Purchase
Agreement shall take place at two closings. The first closing, relating to the
Purchased Units, occurred on September 20, 1996 and the second closing is
scheduled to occur on October 31, 1996, assuming required conditions to closing
are satisfied. At the second closing, the capital stock of AMSI and Holding
will be sold to the Purchaser.
At the closing at which the capital stock of AMSI and Holding is sold,
USL Capital will deliver or cause to be delivered resignations of all directors
and officers of AMSI and Holding who are employees of USL Capital, AMSI or
Holding.
<PAGE> 8
Page 8 of 9 Pages
Pursuant to Section 4.13 of the Partnership Agreement, AMSI agreed to
use its best efforts to maintain a net worth sufficient such that the
Partnership will be taxed as a partnership and not as an association taxable as
a corporation for federal income tax purposes. At June 30, 1996, AMSI had
total equity of approximately $14.1 million, of which $9 million consisted of a
subordinated demand note of United States Airlease, Inc. (which has since been
merged into USL Capital) in favor of AMSI. Pursuant to the Purchase Agreement,
the Purchaser has agreed to arrange for the satisfaction by AMSI of the net
worth requirements of the Partnership Agreement.
<PAGE> 9
Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
UNITED STATES AIRLEASE HOLDING, INC.
Date: September 24, 1996 By: /s/ Henry Lerner
-----------------------------
Henry Lerner
Title: Senior Vice President
USL CAPITAL CORPORATION
Date: September 24, 1996 By: /s/ Henry Lerner
-----------------------------
Henry Lerner
Title: Senior Vice President
FORD HOLDINGS, INC.
Date: September 24, 1996 By: /s/ Peter J. Sherry, Jr.
-----------------------------
Peter J. Sherry, Jr.
Title: Assistant Secretary
FORD MOTOR COMPANY
Date: September 24, 1996 By: /s/ Peter J. Sherry, Jr.
-----------------------------
Peter J. Sherry, Jr.
Title: Assistant Secretary
