<PAGE>
-------------------------- ---------------------
CUSIP No. 970646 10 5 13D Page 1 of 28
-------------------------- ---------------------
-----------------------------
OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per response.... 14.9
-----------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
Willis Lease Finance Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
970646 10 5
--------------------------------------------------------------------------------
(CUSIP Number)
Dieter A. Schmitz, Esq.
Baker & McKenzie
130 E. Randolph Dr., Chicago, IL 60601
(312)861-8848
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2000
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 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>
---------------------------- ---------------------
CUSIP No. 970646 10 5 13D Page 2 of 28
---------------------------- ---------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FlightTechnics, LLC
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E):
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
6,066,822*
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,000,000*
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,066,822*
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
58.3%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*This amount includes the exercise by FlightTechnics of its Option (as defined
below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an
amount between 1,700,000 Shares and that amount that would give FlightTechnics a
total holding equal to 34.9% of the outstanding Shares at the time of such
exercise.
<PAGE>
---------------------------- ---------------------
CUSIP No. 970646 10 5 13D Page 3 of 28
---------------------------- ---------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SR Technics Group America, Inc.
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E):
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
3,000,000*
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,000,000*
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000*
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.8%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*This amount includes the exercise by FlightTechnics of its Option (as defined
below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an
amount between 1,700,000 Shares and that amount that would give FlightTechnics a
total holding equal to 34.9% of the outstanding Shares at the time of such
exercise.
<PAGE>
---------------------------- ---------------------
CUSIP No. 970646 10 5 13D Page 4 of 28
---------------------------- ---------------------
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Flightlease AG
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E):
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
3,000,000*
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,000,000*
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000*
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.8%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*This amount includes the exercise by FlightTechnics of its Option (as defined
below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an
amount between 1,700,000 Shares and that amount that would give FlightTechnics a
total holding equal to 34.9% of the outstanding Shares at the time of such
exercise.
<PAGE>
---------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 5 of 28
---------------------------- -----------------------
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SR Technics Group
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS: AF
--------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) or 2(E):
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
-------------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
3,000,000*
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
28.8%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
*This amount includes the exercise by FlightTechnics of its Option (as defined
below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an
amount between 1,700,000 Shares and that amount that would give FlightTechnics a
total holding equal to 34.9% of the outstanding Shares at the time of such
exercise.
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 6 of 28
------------------------------ --------------------
Preliminary Note
This Schedule 13D is being filed because the Reporting Persons (as defined
below) may be deemed to be members of a group comprised of FlightTechnics, LLC,
SR Technics Group America, Inc., Flightlease AG and SR Technics Group
(collectively, the "Reporting Persons"), which group may be deemed to be the
beneficial owner in excess of 5% of the Shares (as defined below) of Willis
Lease Finance Corporation. The filing of this Schedule 13D should not be deemed
an admission that the Reporting Persons comprise a group within the meaning of
Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the
"Act"). Each of the Reporting Persons disclaims beneficial ownership of the
Shares beneficially owned by any of the other Reporting Persons or by the CFW
Persons (as defined below).
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value $0.01 per share
(the "Shares"), of Willis Lease Finance Corporation (the "Issuer"), which to the
best knowledge of the persons filing this Schedule 13D, is a corporation
organized under the laws of Delaware and has its principal business address at
2320 Marinship Way, Suite 300, Sausalito, CA 94965.
Item 2. Identity and Background.
This Schedule 13D is being filed by FlightTechnics, LLC, a Delaware limited
liability company ("FlightTechnics"), SR Technics Group America, Inc., a
Delaware corporation ("SR Technics America"), Flightlease AG, a company
organized under the laws of Switzerland ("Flightlease"), and SR Technics Group,
a company organized under the laws of Switzerland ("SR Technics").
Each of FlightTechnics and SR Technics America is a holding company.
Flightlease is engaged in the business of financing, purchase, leasing and sale
of airplanes, engines, components, and parts for commercial aircraft. SR
Technics is engaged in the business of maintenance, repair, overhaul and
modification of large aircraft. The principal business address of each of
FlightTechnics and SR Technics America is 520 West Palmdale Blvd., Suite C-1,
Palmdale, CA 93551. The principal business address of Flightlease is DY, CH-8058
Zurich Airport, Zurich, Switzerland and the principal business address of SR
Technics is TB, CH-8058 Zurich Airport, Zurich, Switzerland.
The name, business address, present principal occupation and citizenship of
each executive officer and director of each of the Reporting Persons are set
forth on Appendix 1 hereto, which is incorporated herein by reference.
During the last five years, none of the Reporting Persons or, to the best
knowledge of each Reporting Person, any of its respective executive officers or
directors has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 7 of 28
------------------------------ --------------------
Each of SR Technics America and Flightlease owns a 50% membership interest
in FlightTechnics. SR Technics America is a wholly-owned subsidiary of SR
Technics. SR Technics is a wholly-owned subsidiary of SAirServices AG, a company
organized under the laws of Switzerland ("SAirServices"). Each of SAirServices
and Flightlease is a wholly-owned subsidiary of SAirGroup, a company organized
under the laws of Switzerland ("SAirGroup"). Each of SAirServices and SAirGroup
disclaims beneficial ownership of the Shares beneficially owned by any of the
Reporting Persons or the CFW Persons (as defined below).
SAirServices is a holding company for companies that provide, among other
things, aircraft maintenance and other services. SAirGroup is a holding company
of a group of specialist service companies offering air transport and transport-
related services. The principal business addresses of each of SAirServices and
SAirGroup is P.O. Box, CH-8058 Zurich Airport, Zurich, Switzerland.
The name, business address, present principal occupation and citizenship of
each executive officer and director of each of SAirServices and SAirGroup are
set forth on Appendix 2 hereto, which is incorporated herein by reference.
During the last five years, neither of SAirServices or SAirGroup nor, to
the best knowledge of each of SAirServices and SAirGroup, any of its respective
executive officers or directors has (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
FlightTechnics may be deemed to beneficially own 3,066,822 of the Shares
(the "CFW Shares") reflected in this Schedule 13D (or deemed, solely for
purposes of Rule 13d-3, to be beneficially owned) by it directly or indirectly,
because FlightTechnics entered into the Stockholders' Agreement with Charles F.
Willis, IV, a United States citizen, CFW Partners, L.P., a California limited
partnership, and The Austin Chandler Willis 1995 Revocable Trust, an irrevocable
trust governed by the laws of the state of California (collectively, the "CFW
Persons"), as more specifically described below, the terms of which are hereby
incorporated by reference herein. No funds of any Reporting Person were or will
be used to purchase the CFW Shares.
The amount of funds used to purchase 1,300,000 Shares was $19.5 million
pursuant to the Investment Agreement dated as of November 7, 2000 among the
Issuer, FlightTechnics, Flightlease, SR Technics and SR Technics America (the
"Investment Agreement"). All of such funds used to purchase the 1,3000,000
Shares were provided to FlightTechnics by certain of its affiliates.
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 8 of 28
------------------------------ --------------------
Item 4. Purpose of Transaction.
The Issuer, FlightTechnics and the CFW Persons entered into that certain
Stockholders' Agreement (the "Stockholders' Agreement"), dated as of November 7,
2000, which became effective on November 30, 2000. The Stockholders' Agreement
was previously filed as Exhibit 10.8 to the Issuer's Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 13, 2000 (the
"2000 Current Report") and is incorporated herein by reference. The Investment
Agreement was filed with the Securities and Exchange Commission as Exhibit 10.1
to the 2000 Current Report and is incorporated herein by reference.
Under the Investment Agreement, FlightTechnics purchased 1,300,000 of the
Shares (the "Stock") and was granted a one-time option (the "Option") to
purchase additional Shares in an amount between One Million Seven Hundred
Thousand (1,700,000) and that number of Shares that would give FlightTechnics
ownership of an amount equal to 34.9% of the outstanding common stock of the
Issuer immediately after and giving effect to the exercise of the Option (the
"Additional Stock," and together with the Stock, the "FlightTechnics' Shares").
The Option must be exercised within eighteen months of November 30, 2000 and is
subject to either (i) NASD/NASDAQ concurrence that stockholder approval of such
issuance is not required or (ii) stockholder approval of such issuance. The
purchase price for the 1,700,000 shares is $15.00 per share and the purchase
price for any additional shares subject to the Option is $16.50 per share.
In connection with the sale of the Stock by the Issuer to FlightTechnics,
FlightTechnics was issued one preferred stock purchase right (a "Right") for
each share of Stock under and pursuant to the terms of the Rights Agreement
dated as of September 24, 1999 (the "Rights Agreement") between the Issuer and
American Stock Transfer & Trust Company, as Rights Agent, as amended by the
First Amendment to Rights Agreement effective as of November 30, 2000 (the
"Amendment to Rights Agreement"). In the event that FlightTechnics exercises the
Option to acquire the Additional Stock, FlightTechnics will receive a
corresponding number of Rights equal to the Additional Stock. Each Right
represents the right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $0.01 per share, of the Issuer and is
subject to the terms and conditions more fully set forth in the Rights
Agreement, which was previously filed as Exhibit 4.1 to the Issuer's Current
Report on Form 8-K with the Securities and Exchange Commission on October 4,
1999 and is incorporated herein by reference, and in the Amendment to Rights
Agreement, which is filed as Exhibit E to this Schedule 13D. Until the
Distribution Date (as defined in the Rights Agreement), (i) the Rights are not
exercisable, (ii) the Rights are attached to and trade only together with the
Shares, and (iii) the stock certificates representing the Shares also represent
the Rights attached to the Shares. All holders of record of the outstanding
Shares of the Issuer at the close of business on October 12, 1999 received a
Right for each Share. In connection with the transactions contemplated by the
Investment Agreement, the Issuer entered into the Amendment to the Rights
Agreement to include FlightTechnics and its affiliates under the definition of
"Exempt Person," subject to FlightTechnics and its affiliates owning a certain
percentage of the Shares.
Under the Stockholders' Agreement, the CFW Persons have agreed to vote
their Shares in favor of (a) the ratification of the grant by the Issuer to
FlightTechnics of the Option, (b) the approval of the issuance and sale of the
Additional Stock to FlightTechnics, and (c) in favor of any other actions
related to the granting of the Option or the issuance and sale of the Additional
Stock to FlightTechnics, which are submitted to a vote of the stockholders of
the Issuer, and
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 9 of 28
------------------------------ --------------------
against any other action or agreement which is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, discourage or adversely
affect the grant, issuance, or contemplated economic benefits to FlightTechnics
of the Option or the Additional Stock.
In addition, the CFW Persons have agreed to vote their Shares against an
amendment to the Issuer's Certificate of Incorporation or Bylaws that would (i)
change the number of directors from five (5) (other than upon the exercise of
the Option as described below), (ii) reduce the notice period for meetings of
the Issuer's board, (iii) require a vote of a supermajority of the Shares for
any matter except as required by law or the current Certificate of Incorporation
or Bylaws of the Issuer, (iv) eliminate the technical sales personnel position
that FlightTechnics has the right to name, or (v) conflict with the terms of the
Stockholders' Agreement.
Under the Stockholders' Agreement, FlightTechnics has agreed to vote the
FlightTechnics' Shares in the following manner until November 29, 2005: (i)
against an amendment that would change the number of directors from five (5)
(other than upon the exercise of the Option as described below), (ii) in the
same manner as the CFW Persons with respect to an increase in the number of
authorized Shares, (iii) in the same percentage as all other shares of capital
stock of the Issuer in the election and removal of directors (other than upon
the exercise of the Option as described below), and (iv) in the same manner as
the CFW Persons, between November 29, 2003 and November 29, 2005, with respect
to the acquisition of the Issuer by way of merger, consolidation or share
exchange or the sale of substantially all of the Issuer's assets.
Pursuant to the Stockholders' Agreement, FlightTechnics has a right of
first offer to purchase, except for options granted under the Issuer's 1996
Stock Option/Stock Issuance Plan, any or all of the Shares or any other equity
securities of the Issuer hereafter acquired by any CFW Person (the "Target
Shares") if such CFW Person proposes to sell or transfer to a person other than
another CFW Person such Target Shares.
Under the Stockholders' Agreement, FlightTechnics may purchase an
additional 250,000 Shares on the open market beginning on November 30, 2000 and
may purchase more at certain times between November 30, 2000 and November 29,
2005 upon the occurrence of certain conditions, but in no event may
FlightTechnics and its affiliates own in the aggregate in excess of 49.9% of the
Shares within the five-year period between November 30, 2000 and November 29,
2005.
In addition, from November 30, 2000 through November 29, 2003, if
FlightTechnics exercises its Option, each of the Issuer and the CFW Persons must
receive the prior written consent of FlightTechnics prior to entering into the
following: (i) an acquisition, merger, reorganization or consolidation or
similar transaction (a "Reorganization Transaction") with any person other than
FlightTechnics or its affiliates in which the consideration is stock and the
stockholders of the Issuer immediately prior to such Reorganization Transaction
will not own at least 75% of the entity surviving such Reorganization
Transaction; (ii) the sale of all or substantially all of the assets of the
Issuer unless the stockholders of the Issuer immediately after such sale own at
least 75% of the entity acquiring such assets; or (iii) any investment in the
Issuer by any strategic investor other than an affiliate of FlightTechnics, such
investment to be evidenced by the issuance of any voting equity interest in the
Issuer or any other securities convertible into a voting equity interest in the
Issuer. The CFW Persons may enter into
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 10 of 28
------------------------------ --------------------
discussions with any person or enter into any agreement regarding the foregoing
if the Issuer's board of directors concludes in good faith, after having taken
into account the advice of its outside legal counsel, that such an action is
required in order for the board to comply with its fiduciary obligations to the
Issuer's stockholders.
Under the Stockholders' Agreement, the Issuer has the right to negotiate a
definitive purchase agreement to purchase the Shares of FlightTechnics if
FlightTechnics proposes to transfer its Shares. This right may be transferred to
the CFW Persons so long as Charles F. Willis, IV, is the beneficial owner of at
least 1,500,000 Shares.
As a result of this transaction, FlightTechnics was given the right to
nominate a new director to the Issuer's board. Upon the close of the
transaction, Hans Jorg Hunziker, President and Chief Executive Officer of
Flightlease, was appointed as a new Class I director of the Issuer. Donald A.
Nunemaker resigned as a Class I director of the Issuer. Upon the exercise of the
Option, the board will increase in size from five (5) members to seven (7)
members and FlightTechnics may nominate an additional new director. In
connection with the foregoing, the CFW Persons agreed to vote for a successor to
the directors nominated by FlightTechnics as requested by FlightTechnics and to
remove the director nominated by FlightTechnics if so requested by
FlightTechnics.
References to and description of the Stockholders' Agreement, the
Investment Agreement, the Rights Agreement and the Amendment to Rights Agreement
as set forth herein are qualified in their entity by reference to the copies of
the Stockholders' Agreement, the Investment Agreement, the Rights Agreement and
the Amendment to Rights Agreement and are incorporated herein in their entirety
where such references and descriptions appear.
No funds of the Reporting Persons were used to purchase the CFW Shares. The
Reporting Persons do not have any economic interests in the CFW Shares or the
right to dispose of such Shares. The Reporting Persons may be deemed to have
obtained beneficial ownership of the CFW Shares pursuant to the Stockholders'
Agreement and in exchange for the grant of certain beneficial ownership rights
over the FlightTechnics' Shares, as described above.
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 11 of 28
------------------------------ --------------------
Item 5. Interest in Securities of the Issuer.
(a) and (b)
FlightTechnics, LLC
-------------------
Amount beneficially owned: 6,066,822* Shares
Percent of class: 50.2% prior to exercise of the
Option, 58.3% after the exercise of the Option
Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 6,066,822*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,000,000*
SR Technics Group America, Inc.
------------------------------
Amount beneficially owned: 3,000,000* Shares
Percent of class: 14.9% prior to exercise of the Option, 28.8%
after the exercise of the Option
Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,000,000*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,000,000*
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 12 of 28
------------------------------ --------------------
Flightlease AG
--------------
Amount beneficially owned: 3,000,000* Shares
Percent of class: 14.9% prior to exercise of the Option, 28.8%
after the exercise of the Option Number of Shares as to which
such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 3,000,000*
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,000,000*
SR Technics Group
-----------------
Amount beneficially owned: 3,000,000* Shares
Percent of class: 14.9% prior to exercise of the Option, 28.8%
after the exercise of the Option
Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
3,000,000*
SAirServices AG
---------------
Amount beneficially owned: 0 Shares
Percent of class: 0%
Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
0
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 13 of 28
------------------------------ --------------------
SAirGroup
---------
Amount beneficially owned: 0 Shares
Percent of class: 0%
Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 0
* This amount includes the exercise by FlightTechnics of its Option for
1,700,000 Shares. FlightTechnics may exercise its Option for an amount
between 1,700,000 Shares and that amount that would give FlightTechnics a
total holding equal to 34.9% of the outstanding Shares at the time of such
exercise.
(c) The contents of Item 4 above are incorporated herein by
reference.
(d) Collectively, SR Technics America and Flightlease have, on a
pro rata basis, the right to receive and the power to direct
the receipt of dividends from, or the proceeds from the sale
of, the Shares held by FlightTechnics.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as disclosed in or contemplated by Item 2, Item 3,
Item 4, this Item 6, or by the Stockholders' Agreement, the
Investment Agreement, the Rights Agreement or the Amendment to
Rights Agreement, there are no contracts, arrangements,
understandings or relationships among the persons named in
Item 2 herein and between such persons and any third person
with respect to the Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit A Joint Filing Agreement by and among FlightTechnics, LLC, SR
Technics Group America, Inc., Flightlease AG, and SR
Technics Group.
Exhibit B Stockholders' Agreement, dated as of November 7, 2000, by and
among Willis Lease Finance Corporation, Charles F. Willis,
IV, CFW Partners, L.P., Austin Chandler Willis 1995
Irrevocable Trust and FlightTechnics, LLC. Previously
filed as Exhibit 10.8 to the Issuer's Current Report on
Form 8-K with the Securities and Exchange Commission on
November 13, 2000 and incorporated
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 14 of 28
------------------------------ --------------------
herein by reference in its entirety.
Exhibit C
Investment Agreement, dated as of November 7,
2000, by and among Willis Lease Finance Corporation,
FlightTechnics, LLC, Flightlease AG, SR Technics Group and
SR Technics Group America, Inc. Previously filed as Exhibit
10.1 to the Issuer's Current Report on Form 8-K with the
Securities and Exchange Commission on November 13, 2000 and
incorporated herein by reference in its entirety.
Exhibit D Rights Agreement, dated as of September 24,
1999, by and between Willis Lease Finance Corporation and
American Stock Transfer & Trust Company. Previously filed as
Exhibit 4.1 to the Issuer's Current Report on Form 8-K with
the Securities and Exchange Commission on October 4, 1999
and incorporated herein by reference in its entirety.
Exhibit E First Amendment to Rights Agreement, effective as of
November 30, 2000, by and between Willis Lease Finance
Corporation and American Stock Transfer & Trust Company.
<PAGE>
------------------------------ --------------------
CUSIP No. 970646 10 5 13D Page 15 of 28
------------------------------ --------------------
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.
FlightTechnics, LLC
Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
Dated: December 11, 2000 By: /s/ Matthias Mueller
--------------------
Matthias Mueller, Vice President and CFO
SR Technics Group America, Inc.
Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
Dated: December 11, 2000 By: /s/ Georg Radon
---------------
Georg Radon, Vice President and CFO
Flightlease AG
Dated: December 11, 2000 By: /s/ Hans Jorg Hunziker
----------------------
Hans Jorg Hunziker, President and CEO
Dated: December 11, 2000 By: /s/ Matthias Mueller
--------------------
Matthias Mueller, Head of Business Development
SR Technics Group
Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
Dated: December 11, 2000 By: /s/ Georg Radon
----------------
Georg Radon, Vice President and CFO
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 16 of 28
---------------------------- ----------------------
APPENDIX 1
Directors and Executive Officers of FlightTechnics, LLC
The business address of FlightTechnics, LLC is 520 West Palmdale Blvd.,
Suite C-1, Palmdale, CA 93551.
1. Hans Ulrich Beyeler, President, Chief Executive Officer and Director of
FlightTechnics, LLC
Principal Employment: Chief Executive Officer of SR
Technics Group
Name and Address of Employer: SR Technics Group
T
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
2. Matthias Mueller, Vice President and Chief Financial Officer of
FlightTechnics, LLC
Principal Employment: Head of Business Development of Flightlease AG
Name and Address of Employer: Flightlease AG
DY
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Financing, purchase, leasing and sale of
airplanes, engines, components and parts
for commercial aircraft.
Citizenship: Switzerland
3. Frank Schwabe, Secretary of FlightTechnics, LLC
Principal Employment: Executive Vice President, Legal Counsel and
Commerical of Flightlease AG
Name and Address of Employer: Flightlease AG
DY
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Financing, purchase, leasing and sale of
airplanes, engines, components and parts
for commercial aircraft.
Citizenship: Switzerland
4. Hans Jorg Hunziker, Director of FlightTechnics, LLC
Principal Employment: Chief Executive Officer of Flightlease AG
Name and Address of Employer: Flightlease AG
DY
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Financing, purchase, leasing and sale of
airplanes, engines, components and parts
for commercial aircraft.
Citizenship: Switzerland
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 17 of 28
---------------------------- ----------------------
Directors and Executive Officers of SR Technics Group America, Inc.
The business address of SR Technics Group America, Inc. is 520 West
Palmdale Blvd., Suite C-1, Palmdale, CA 93551.
1. Hans Ulrich Beyeler, President, Chief Executive Officer and Director of SR
Technics America Group, Inc.
Principal Employment: Chief Executive Officer of SR Technics Group
Name and Address of Employer: T
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
2. Georg Radon, Vice President, Chief Financial Officer, Secretary and
Director of SR Technics America Group, Inc.
Principal Employment: Vice President and Chief Financial Officer of SR
Technics Group
Name and Address of Employer: SR Technics Group
TF
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
3. Claus Dieter Wehr, Director of SR Technics America Group, Inc.
Principal Employment: Vice President Aircraft Maintenance of
SR Technics Group
Name and Address of Employer: SR Technics Group
TU
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
Directors and Executive Officers of Flightlease AG
The business address of Flightlease AG is DY, CH-8058 Zurich Airport,
Zurich, Switzerland.
1. Phillippe Bruggisser, Chairman of the Board of Flightlease AG
Principal Employment: Chief Executive Officer of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 18 of 28
---------------------------- ----------------------
2. Georges P. Schorderet, Director of Flightlease AG
Principal Employment: Chief Financial Officer of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
3. Hans Jorg Hunziker, Chief Executive Officer of Flightlease AG
Principal Employment: Chief Executive Officer of Flightlease AG
Name and Address of Employer: Flightlease AG
DY
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Financing, purchase, leasing and sale of
airplanes, engines, components and parts
for commercial aircraft.
Citizenship: Switzerland
4. Hans Ulrich Beyeler, Director of Flightlease AG
Principal Employment: Chief Executive Officer of SR Technics Group
Name and Address of Employer: SR Technics Group
T
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
5. Raymond Lyons, Director of Flightlease AG
Principal Employment: Executive Vice President, Network
Management of Swissair/Sabena
Name and Address of Employer: Swissair Swiss Air Transport Company
Limited MZ/V, Postbox
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Airline.
Citizenship: United Kingdom
Directors and Executive Officers of SR Technics Group
The business address of SR Technics Group is TB, CH-8058 Zurich Airport,
Zurich, Switzerland.
1. Rolf Winiger, Chairman of the Board of SR Technics Group
Principal Employment: Chief Executive Officer of SAirServices AG
Name and Address of Employer: SAirServices AG
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company for companies that
provide, among other things,
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 19 of 28
---------------------------- ----------------------
aircraft and maintenance services.
Citizenship: Switzerland
2. Jurg Forster, Vice Chairman of the Board of SR Technics Group
Principal Employment: Senior Vice President and Chief Financial Officer of
SAirRelations AG
Name and Address of Employer: SAirRelations AG
P.O. Box/DQF
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Provision of comprehensive services in
the sectors of gastronomy, travel retail
and hotel management.
Citizenship: Switzerland
3. Hans Jorg Hunziker, Director of SR Technics Group
Principal Employment: Chief Executive Officer of Flightlease AG
Name and Address of Employer: Flightlease AG
DY
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Financing, purchase, leasing and sale of
airplanes, engines, components and parts
for commercial aircraft.
Citizenship: Switzerland
4. Hans Ulrich Beyeler, Chief Executive Officer of SR Technics Group
Principal Employment: Chief Executive Officer of SR Technics Group
Name and Address of Employer: SR Technics Group
T
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
5. Georg Radon, Vice President and Chief Financial Officer of SR Technics
Group
Principal Employment: Vice President and Chief Financial Officer of SR
Technics Group
Name and Address of Employer: SR Technics Group
TF
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Maintenance, repair, overhaul and
modification of large aircraft.
Citizenship: Switzerland
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 20 of 28
---------------------------- ----------------------
APPENDIX 2
Directors and Executive Officers of SAirServices AG
The business address of SAirServices AG is P.O. Box, CH-8058 Zurich
Airport, Zurich, Switzerland.
1. Rolf Winiger, Chief Executive Officer of SAirServices AG
Principal Employment: Chief Executive Officer of SAirServices AG
Name and Address of Employer: SAirServices AG
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company for companies that
provide, among other things, aircraft
and maintenance services.
Citizenship: Switzerland
2. Philippe Bruggisser, Director of Advisory Board of SAirServices AG
Principal Employment: Chief Executive Officer of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group specialist
service companies offering air transport
and transport related services.
Citizenship: Switzerland
3. Erik Zenker, Secretary of SAirServices AG
Principal Employment: Secretary of SAirServices AG
Name and Address of Employer: SAirServices AG
P.O. Box
CE-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company for companies that
provide, among other things, aircraft
and maintenance services.
Citizenship: Switzerland
Directors and Executive Officers of SAirGroup
The business address of SAirGroup is P.O. Box, CH-8058 Zurich Airport,
Zurich, Switzerland.
1. Armin Baltensweiler, Honorary Chairman of the Board of SAirGroup
Principal Employment: Retired
Name and Address of Employer: Not Applicable
<PAGE>
---------------------------- ----------------------
CUSIP No. 970646 10 5 13D Page 21 of 28
---------------------------- ----------------------
Principal Business of Employer: Not applicable
Citizenship: Switzerland
2. Eric Honegger, Chairman of the Board of SAirGroup
Principal Employment: Chairman of the Board of SAirGroup
Name and Address of Employer: SAir Group
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport related services.
Citizenship: Switzerland
3. Thomas Schmidheiny, Deputy Chairman of the Board of SAirGroup
Principal Employment: Chairman and Managing Director of "Holderbank"
Financiere Glaris Ltd.
Name and Address of Employer: "Holderbank" Financiere Glaris Ltd.
Zurcherstrasse 156
8645 Jona, Switzerland
Principal Business of Employer: Holding company of several companies in the
cement industry.
Citizenship: Switzerland
4. Benedict G.F. Hentsch, Director of SAirGroup
Principal Employment: Managing Partner of Darier, Hentsch & Cie, Private
Bankers
Name and Address of Employer: Darier, Hentsch & Cie, Private Bankers
Rue De-Saussure 4
1204 Geneva, Switzerland
Principal Business of Employer: Provision of financial services.
Citizenship: Switzerland
5. Paul-Antoine Hoefliger, Director of SAirGroup
Principal Employment: Chairman and Managing Director of Comptoir Suisse
Name and Address of Employer: Comptoir Suisse
av. Bergieres 10
1004 Lausanne, Switzerland
Principal Business of Employer: Organization of fairs and exhibitions.
Citizenship: Switzerland
6. Andres F. Leuenberger, Director of SAirGroup
Principal Employment: Vice Chairman of the Board, Roche Holding Plc.
Name and Address of Employer: Roche Holding Plc.
Grenzacherstr. 124
4070 Basel, Switzerland
Principal Business of Employer: Pharmaceutical industry.
Citizenship: Switzerland
7. Lukas Muhlemann, Director of SAirGroup
Principal Employment: Chairman of the Board and Chief Executive Officer of
Credit Suisse Group
Name and Address of Employer: Credit Suisse Group
Paradeplatz 8
8001 Zurich, Switzerland
Principal Business of Employer: Provision of financial services.
Citizenship: Switzerland
8. Verena Spoerry-Toneatti, Director of SAirGroup
Principal Employment: States Councillor
Name and Address of Employer: Claridenstrasse 3
8810 Horgen, Switzerland
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 22 of 28
--------------------------- -----------------------
Principal Business of Employer: Government
Citizenship: Switzerland
9. Gaudenz Staehelin, Director of SAirGroup
Principal Employment: President of Swiss National Committee, International
Chamber of Commerce
Name and Address of Employer: Limmatquai 52
8001 Zurich, Switzerland
Principal Business of Employer: Government
Citizenship: Switzerland
10. Mario A. Corti, Director of SAir Group
Principal Employment: Chief Financial Officer of Nestle AG
Name and Address of Employer: Nestle AG
En. Bergere
1800 Vevey, Switzerland
Principal Business of Employer: Alimentary industry.
Citizenship: Switzerland
11. Gerhard W. Fischer, Director of SAir Group
Principal Employment: Chairman of the Board of Panalpina World
Transport Ltd.
Name and Address of Employer: Panalpina World Transport Ltd.
Viaduktstrasse 42
4051 Basel, Switzerland
Principal Business of Employer: Freight forwarder.
Citizenship: Switzerland
12. Philippe Bruggisser, Chief Executive Officer of SAirGroup
Principal Employment: Chief Executive Officer of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
13. Georges Schorderet, Chief Financial Officer of SAirGroup
Principal Employment: Chief Financial Officer of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
14. Max Michel, Alliances of SAirGroup
Principal Employment: Alliances of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
15. Beatrice Tschanz, Corporate Communications of SAirGroup
Principal Employment: Corporate Communications of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 23 of 28
--------------------------- -----------------------
air transport and transport-related
services.
Citizenship: Switzerland
16. Ruth Willi, Mediator, Ombudswoman of SAirGroup
Principal Employment: Mediator, Ombudswoman of SAirGroup
Name and Address of Employer: SAirGroup
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
17. Rolf Winiger, Chief Executive Officer of SAirServices Ltd.
Principal Employment: Chief Executive Officer of SAirServices Ltd.
Name and Address of Employer: SAirServices Ltd.
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
18. Klaus Knappik, Chief Executive Officer of SAirLogistic Ltd.
Principal Employment: Chief Executive Officer of SAirServices Ltd.
Name and Address of Employer: SAirLogistic Ltd.
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Germany
19. Wolfgang Werle, Chief Executive Officer of SAirRelations Ltd.
Principal Employment: Chief Executive Officer of SAirRelations Ltd.
Name and Address of Employer: SAirRelations Ltd.
P.O. Box
CH-8058 Zurich Airport
Zurich, Switzerland
Principal Business of Employer: Holding company of a group of specialist
service companies offering air transport
and transport-related services.
Citizenship: Switzerland
20. Christoph Muller, Chief Executive Officer of Sabena Ltd.
Principal Employment: Chief Executive Officer of Sabena Ltd.
Name and Address of Employer: Sabena
Sabena House - Box 1
Brussels Airport
B-1930 Zaventem, Belgium
Principal Business of Employer: Air transport and transport-related
services.
Citizenship: Germany
21. Paul Reutlinger, Chief Executive Officer of AOM, Air Liberte and Air
Littoral
Principal Employment: Chief Executive Officer of AOM, Air Liberte and Air
Littoral
Name and Address of Employer: AOM
BP 854
94551 Orly Aerogare Cedex
France
Principal Business of Employer: Air transport and transport-related
services.
Citizenship: Switzerland
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 24 of 28
--------------------------- -----------------------
EXHIBIT A
JOINT FILING AGREEMENT
----------------------
Agreement among FlightTechnics, LLC, a Delaware limited liability company,
SR Technics Group America, Inc., a Delaware corporation, Flightlease AG, a
company organized under the laws of Switzerland, and SR Technics Group, a
company organized under the laws of Switzerland, whereby, in accordance with
Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons
named below agree to the joint filing on behalf of each of them of a Statement
on Schedule 13D with respect to the equity securities of Willis Lease Finance
Corporation, a Delaware corporation (the "Issuer"), and further agree that this
Joint Filing Agreement be included as an exhibit to such joint filing, provided
that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible
for the completeness or accuracy of the information concerning the other person
making the filing, unless such person knows or has reason to believe that such
information is inaccurate. Nothing herein, however, shall be, or shall be deemed
to be, an admission that the parties hereto, or any of them, are members of a
"group" (within the meaning of Section 13(d) of the Act and the rules and
regulations promulgated thereunder) with respect to any securities of the
Issuer.
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 25 of 28
--------------------------- -----------------------
In evidence thereof the undersigned, being duly authorized, hereby execute
this Joint Filing Agreement in counterpart as of this 11th day of December,
2000.
FlightTechnics, LLC
By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
By: /s/ Matthias Mueller
--------------------
Matthias Mueller, Vice President and CFO
SR Technics Group America, Inc.
By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
By: /s/ Georg Radon
---------------
Georg Radon, Vice President and CFO
Flightlease AG
By: /s/ Hans Jorg Hunziker
----------------------
Hans Jorg Hunziker, President and CEO
By: /s/ Matthias Mueller
--------------------
Matthias Mueller, Head of Business Development
SR Technics Group
By: /s/ Hans Ulrich Beyeler
-----------------------
Hans Ulrich Beyeler, President and CEO
By: /s/ Georg Radon
----------------
Georg Radon, Vice President and CFO
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 26 of 28
--------------------------- -----------------------
EXHIBIT E
FIRST AMENDMENT TO RIGHTS AGREEMENT
-----------------------------------
This First Amendment to Rights Agreement (this "Amendment"), is entered
into by and between Willis Lease Finance Corporation, a Delaware Corporation
(the "Company") and American Stock Transfer & Trust Company, a trust company
organized under the laws of the State of New York, as rights agent (the "Rights
Agent"), and shall be deemed effective as of November 30, 2000 (the "Effective
Date").
RECITALS
--------
Whereas, the Company and the Rights Agent entered into a Rights Agreement
dated September 24, 1999 (the "Rights Agreement") to provide for the
distribution of preferred share purchase rights for each share of Company common
stock outstanding at the Close of Business (as such term is defined in the
Rights Agreement) on October 12, 1999, which rights represent the right to
purchase one one-hundredth of a preferred share of the Company subject to the
terms and conditions set forth in the Rights Agreement;
Whereas, the Company, FlightTechnics LLC, a Delaware limited liability
company (the "Investor") and certain affiliates of the Investor have entered
into an Investment Agreement dated as of November 7, 2000(the "Investment
Agreement") whereby the Company has (i) agreed to issue and sell and the
Investor has agreed to purchase 1,300,000 shares of the Company's common stock
and (ii) subject to the satisfaction of certain conditions set forth in the
Investment Agreement, the Investor has been given the option to purchase between
1,700,000 shares of the Company's common stock and that number of shares that
when added to the 1,300,000 shares already purchased by the Investor, would
equal 34.9% of the total outstanding common stock of the Company;
Whereas, the Company's Board of Directors (the "Board") has determined that
it is fair and in the best interests of the shareholders of the Company to amend
the Rights Agreement to allow the Investor to purchase shares of the Company's
common stock pursuant to the Investment Agreement without triggering the
preferred share purchase rights under the Rights Agreement; and
Whereas, the Board has voted in favor of this Amendment.
AGREEMENT
---------
Now, Therefore, in consideration of the foregoing recitals and the mutual
promises, covenants and conditions hereinafter set forth, the parties hereto
agree as follows:
ARTICLE 1
---------
AMENDMENT
---------
1.1 Amendments to Rights Agreement. The Rights Agreement is hereby amended
as follows:
(a) The definition of "Exempt Person" in Section 1 of the Rights
Agreement is hereby amended by inserting the text "FlightTechnics, any SAirGroup
Affiliate," immediately after the word "mean" where such word appears on the
first line of such definition and by inserting the text ", provided that
FlightTechnics and any SAirGroup Affiliate shall automatically be removed from
the definition of an Exempt Person if (i) FlightTechnics
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 27 of 28
--------------------------- -----------------------
and any SAirGroup Affiliate, taken as a whole, Beneficially Own more than 30% of
the Voting Shares of the Company without having purchased at least an additional
1,700,000 Common Shares at the Second Closing or (ii) at any time after
FlightTechnics purchases at least an additional 1,700,000 Common Shares at the
Second Closing, FlightTechnics and any SairGroup Affiliate, taken as a whole,
Beneficially Own less than 15% of the Voting Shares of the Company ."
immediately after the second appearance of the term "employee benefit plan" in
such definition.
(b) Section 1 of the Rights Agreement is hereby further amended by
inserting the following definitions in appropriate alphabetical order:
"Investment Agreement" shall mean the Investment Agreement, dated as of
November 7, 2000, among the Company, FlightTechnics, Flightlease AG, a company
organized under the laws of Switzerland and SR Technics Group, a company
organized under the laws of Switzerland.
"FlightTechnics" shall mean FlightTechnics LLC, a Delaware limited
liability company.
"SAirGroup" shall mean SAirGroup AG, a company organized under the laws
of Switzerland.
"SAirGroup Affiliate" shall mean any affiliate of SAirGroup of which
SAirGroup owns at least a majority of the equity interests and has management
control.
"Second Closing" shall have the meaning set forth in the Investment
Agreement.
1.2 Reference to and Effect on Rights Agreement. On and after the
Effective Date, each reference in the Rights Agreement to the term "Agreement,"
"hereof" or "herein" shall be deemed to refer to the Rights Agreement as amended
hereby. This Amendment and the amendments to the Rights Agreement, set forth in
Section 1.1 herein, effected hereby shall be effective as of the Effective Date
and, except as set forth herein, the Rights Agreement shall remain in full force
and effect and shall otherwise be unaffected hereby.
ARTICLE 2
---------
MISCELLANEOUS
-------------
2.1 Headings. The headings in this Amendment are intended solely for
convenience and shall not be construed as limiting or expanding the terms of
this Amendment.
2.2 Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each counterpart were
upon a single instrument. All counterparts shall be deemed an original of this
Agreement.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 28 of 28
--------------------------- -----------------------
In Witness Whereof, the parties executed this Amendment to be effective
as of the date first written above.
WILLIS LEASE FINANCE CORPORATION
Attest: /s/ Brian D. Hanson By: /s/ Charles F. Willis, IV
------------------- -------------------------
Name: Brian D. Hanson Name: Charles F. Willis, IV
Title: Corporate Secretary Title: President and Chief
Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY, as Rights Agent
Attest: /s/ Susan Silber By: /s/ Herbert J. Lemmer
---------------- ---------------------
Name: Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President
