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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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WILLIS LEASE FINANCE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 68-0070656
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
2320 Marinship Way, Suite 300, Sausalito, CA 94965
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Series A Nasdaq National Market
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Junior Participating Preferred
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Stock, par value $.01 per share
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. / /
Securities Act registration statement file number to which this form relates:
N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On September 14, 1999, the Board of Directors of Willis Lease Finance
Corporation, a Delaware corporation (the "Company"), authorized and declared a
dividend of one preferred stock purchase right (a "Right") for each share of
common stock, par value $.01 per share, of the Company (the "Common Shares").
The dividend is payable on October 12, 1999 (the "Record Date") to the holders
of record of outstanding Common Shares as of the close of business on such date.
The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "Rights Agreement") dated as of
September 24, 1999 by and between Willis Lease Finance Corporation (the
"Company") and American Stock Transfer and Trust Company, as Rights Agent (the
"Rights Agent").
1. COMMON SHARE CERTIFICATES REPRESENTING RIGHTS
Until the Distribution Date (as defined in Section 2 below), (a) the Rights
shall not be exercisable, (b) the Rights shall be attached to and trade only
together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.
2. DISTRIBUTION DATE
The "Distribution Date" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person (other than
the Company or certain related entities, and with certain additional exceptions)
has become the beneficial owner of 15% or more of the then outstanding Voting
Shares (such person is a "15% Stockholder" and the date of such public
announcement is the "15% Ownership Date"), (b) the tenth business day (or such
later day as shall be designated by the Board of Directors) following the date
of the commencement of, or the announcement of an intention to make, a tender
offer or exchange offer, the consummation of which would cause any person to
become a 15% Stockholder or (c) the first date, on or after the 15% Ownership
Date, upon which the Company is acquired in a merger or other business
combination in which the Company is not the surviving corporation or in which
the outstanding Common Shares are changed into or exchanged for stock or assets
of another person, or upon which 50% or more of the Company's consolidated
assets or earning power are sold (other than in transactions in the ordinary
course of business). In calculating the percentage of outstanding Voting Shares
that are beneficially owned by any person, such person shall be deemed to
beneficially own any Voting Shares issuable upon the exercise, exchange or
conversion of any options, warrants or other securities beneficially owned by
such person; provided, however, that such Voting Shares issuable upon such
exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Voting Shares that are beneficially owned by any other person.
Upon the close of business of the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates shall be issued and the
Rights shall become exercisable to purchase Preferred Shares as described in
Section 5 below.
No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of October 12, 1999 shall be deemed a 15% Stockholder unless or
until such Person shall acquire, without the prior approval of the Board of
Directors, Beneficial Ownership of an additional 1% of the Voting Shares then
outstanding and, following such acquisition, is the Beneficial Owner of more
than 15% of the
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Voting Shares then outstanding (Charles F. Willis, IV and his affiliates and
associates are exempt persons under the Rights Agreement). In addition, any
Person (a "Transferee") who purchases Voting Shares from such Person shall not
be deemed a 15% Stockholder if, after giving effect to such acquisition, such
Transferee holds no more than the sum of the Voting Shares so acquired plus 1%
of the Voting Shares then outstanding.
3. ISSUANCE OF RIGHT CERTIFICATES
As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.
4. EXPIRATION OF RIGHTS
The Rights shall expire on October 12, 2009 (the "Expiration Date"), unless
earlier redeemed or exchanged, unless the Distribution Date has previously
occurred and the Rights have separated from the Common Shares, in which case the
Rights will remain outstanding for ten years from the date they separate.
5. EXERCISE OF RIGHTS
Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to paragraphs (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
paragraphs (b) or (c) below, each Right that is beneficially owned by a 15%
Stockholder or that was attached to a Common Share that is subject to an option
beneficially owned by a 15% Stockholder shall be void.
(a) RIGHT TO PURCHASE PREFERRED SHARES. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth (1/100) of a
share of Series A Junior Participating Preferred Stock, par value $.01 per
share, of the Company (the "Preferred Shares"), at an exercise price of $70.00
(Seventy Dollars) (the "Exercise Price"). Prior to the Distribution Date, the
Company may substitute for all or any portion of the Preferred Shares that would
otherwise be issuable upon exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Preferred Shares. The
Preferred Shares are nonredeemable and, unless otherwise provided in connection
with the creation of a subsequent series of preferred stock, are subordinate to
any other series of the Company's preferred stock whether issued before or after
the issuance of the Preferred Shares. The Preferred Shares may not be issued
except upon exercise of Rights. The holder of a Preferred Share is entitled to
receive when, as and if declared, the greater of (i) cash and non-cash dividends
in an amount equal to 100 times the dividends declared on each Common Share or
(ii) a preferential annual dividend of $.01 per Preferred Share ($.0001 per one
one-hundredth (1/100) of a Preferred Share). In the event of liquidation, the
holders of Preferred Shares shall be entitled to receive a liquidation payment
in an amount equal to the greater of (1) $.01 per Preferred Share ($.0001 per
one one-hundredth (1/100) of a Preferred Share), plus all accrued and unpaid
dividends and distributions on the Preferred Shares, or (2) an amount equal to
100 times the aggregate amount to be distributed per Common Share. Each
Preferred Share has one hundred (100) votes per share (one vote per one
one-hundredth (1/100) of a Preferred Share), voting together with the Common
Shares. In the event of any merger, consolidation or other transaction in which
Common Shares are
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exchanged, the holder of a Preferred Share shall be entitled to receive 100
times the amount received per Common Share. The rights of the Preferred Shares
as to dividends, voting and liquidation preferences are protected by
antidilution provisions. It is anticipated that the value of one one-hundredth
(1/100) of a Preferred Share should approximate the value of one Common Share.
(b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. From and after
the close of business on the tenth business day following the 15% Ownership
Date, each Right (other than a Right that has become void) shall be exercisable
to purchase, at the Exercise Price (initially $70.00), Common Shares with a
market value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.
(c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION. If, on
or after the 15% Ownership Date, (i) the Company is acquired in a merger or
other business combination in which the Company is not the surviving
corporation, (ii) the Company is the surviving corporation in a merger or other
business combination in which all or part of the outstanding Common Shares are
changed into or exchanged for stock or assets of another person or (iii) 50% or
more of the Company's consolidated assets or earning power are sold (other than
in transactions in the ordinary course of business), then each Right (other than
a Right that has become void) shall thereafter be exercisable to purchase, at
the Exercise Price (initially $70.00), shares of common stock of the surviving
corporation or purchaser, respectively (the "Surviving Person"), with an
aggregate market value equal to two times the Exercise Price.
6. ADJUSTMENTS TO PREVENT DILUTION
The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain exceptions, no adjustment in the
Exercise Price shall be required until cumulative adjustments require an
adjustment of at least 1%.
7. CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES
No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.
8. REDEMPTION
At any time prior to the earlier of (a) the tenth business day following
the 15% Ownership Date or (b) the first event of the type giving rise to
exercise rights under Section 5(c) above, the Board of Directors may, at its
option, direct the Company to redeem the Rights in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price"), and the Company shall so
redeem the Rights. Immediately upon such action by the Board of Directors (the
date of such action being the "Redemption Date"), the only right of the holders
of Rights thereafter shall be to receive the Redemption Price.
9. EXCHANGE
At any time during the period of 180 days after the 15% Ownership Date, the
Board of Directors of the Company may, at its option, authorize and direct the
exchange of all, but not less than all, of the
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then outstanding Rights for Common Shares, one one-hundredths of Preferred
Shares, debt securities of the Company, other property or any combination of the
foregoing, which, as of the date of the Board of Directors' action, has a
current market price equal to the difference between the Exercise Price and the
current market price of the shares that would otherwise be issuable upon
exercise of a Right on such date (the "Exchange Ratio"), and the Company shall
so exchange the Rights. Immediately upon such action by the Board of Directors,
the right to exercise Rights shall terminate and the only right of the holders
of Rights thereafter shall be to receive the securities so designated by the
Board of Directors in accordance with the Exchange Ratio.
10. NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.
11. AMENDMENT OF RIGHTS AGREEMENT
The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; provided, however,
that from and after the earliest of (a) the tenth business day following the 15%
Ownership Date, (b) the first event of the type giving rise to exercise rights
under Section 5(c) above or (c) the Redemption Date, the Rights Agreement cannot
be supplemented or amended in any manner that would materially and adversely
affect any holder of outstanding Rights other than a 15% Stockholder or a
Surviving Person.
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ITEM 2. EXHIBITS.
1. Rights Agreement dated September 24, 1999, by and between Willis Lease
Finance Corporation and American Stock Transfer and Trust Company,
as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: October 1, 1999 WILLIS LEASE FINANCE CORPORATION
By: /s/ Ray A. Capps
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Rae A. Capps, Esq.
Title: Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Rights Agreement dated September 24, 1999, by and between Willis
Lease Finance Corporation and American Stock Transfer and Trust
Company, as Rights Agent (incorporated by reference to the
registrant's current report on Form 8-K filed on October 4,
1999).
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