<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
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(NAME OF ISSUER)
DEPOSITARY UNITS REPRESENTING LIMITED PARTNERS' INTERESTS
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(TITLE OF CLASS OF SECURITIES)
009366105
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(CUSIP NUMBER)
HENRY LERNER, ESQ.
USL CAPITAL CORPORATION
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)
OCTOBER 31, 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 7 PAGES.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USL Capital Corporation
I.R.S. Identification No.: 94-1360891
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2 (b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
----------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 0
----------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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> 3
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 3 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ford Motor Company
I.R.S. Identification No.: 38-0549190
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2 (b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
----------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 0
----------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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> 4
SCHEDULE 13D
CUSIP NO. 009366105 PAGE 4 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ford Holdings, Inc.
I.R.S. Identification No.: 38-2890269
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
2 (b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS
4
Not applicable
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
0
----------------------------------------------------
NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY EACH ----------------------------------------------------
REPORTING SOLE DISPOSITIVE POWER
PERSON 9
WITH 0
----------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
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> 5
Page 5 of 7 Pages
SCHEDULE 13D
USL Capital Corporation (formerly United States Leasing International,
Inc.) ("USL Capital"), Ford Holdings, Inc. ("FHI") and Ford Motor Company
("Ford") (USL Capital, FHI and Ford are collectively referred to herein as the
"Ford Group") 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 24, 1996, relating to the Depositary Units Representing
Limited Partners' Interests ("Units") of Airlease Ltd., A California Limited
Partnership (the "Partnership"). The Schedule 13D of United States Airlease
Holding, Inc. ("Holding"), as most recently amended on September 24, 1996, is
not amended or otherwise affected by this Amendment No. 4 to the Schedule 13D of
the Ford Group.
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 "Purchaser"). The terms of the Asset Purchase Agreement
are described in Item 6 hereof. Further pursuant to the Asset Purchase
Agreement, on October 31, 1996, USL Capital sold all of the issued and
outstanding capital stock of Holding to the Purchaser. As of the consummation of
such sale, Holding continued to own beneficially and directly an aggregate of
231,250 Units, which represented approximately 5% of the total number of Units
then issued and outstanding. As a result of the sale by USL Capital of the stock
of Holding, none of the Ford Group is a beneficial indirect owner of the 231,250
Units owned by Holding, and no member of the Ford Group has any voting or
dispositive power over such Units, or any other Units. Except as described above
and in Item 6 below, none of the Ford Group 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 and the nature of such ownership is set forth in Exhibit
1 attached to this Schedule 13-D and incorporated herein by reference. To the
knowledge of the Ford Group from a search of the records of the Partnership as
of October 31, 1996, no director or executive officer of either FHI or Ford
owned any Units.
To the knowledge of the Ford Group, from a search of the records of the
Partnership as of October 31, 1996, no executive officer or director of any of
them has had any transactions in the Units in the 60 days prior thereto.
<PAGE> 6
Page 6 of 7 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Schedule 13D of the Ford Group is amended to read in full
as follows:
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 Airlease Management Services, Inc.
("AMSI"), the general partner of the Partnership (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, and on October 31, 1996, USL Capital sold to
the Purchaser all of the issued and outstanding capital stock of Holding and
AMSI.
At the closing at which the capital stock of AMSI and Holding was sold,
USL Capital delivered or caused to be delivered resignations of all directors
and officers of AMSI and Holding who were employees of USL Capital.
Pursuant to Section 4.13 of the Amended and Restated Agreement of
Limited Partnership of the Partnership, 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. Following the formation of the Partnership, AMSI's
capitalization included a $9 million 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 agreed to arrange for the
satisfaction by AMSI of the net worth requirements of the Partnership Agreement,
and at the closing of the sale by USL Capital of the capital stock of AMSI to
the Purchaser, the Purchaser delivered to AMSI a $9 million subordinated demand
note of the Purchaser in substitution for the note of USL Capital.
<PAGE> 7
Page 7 of 7 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.
USL CAPITAL CORPORATION
Date: November 7, 1996 By: /s/ Henry Lerner
-----------------------------
Henry Lerner
Title: Senior Vice President,
General Counsel and
Secretary
FORD HOLDINGS, INC.
Date: November 7, 1996 By: /s/ Peter J. Sherry, Jr.
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Title: Assistant Secretary
FORD MOTOR COMPANY
Date: November 7, 1996 By: /s/ Peter J. Sherry, Jr.
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Title: Assistant Secretary
