<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 1 of 12
--------------------------- -----------------------
SECURITIES AND EXCHANGE COMMISSION =========================
WASHINGTON, D.C. 20549 OMB APPROVAL
=========================
SCHEDULE 13D OMB Number: 3235-0145
(RULE 13d-101) =========================
Expires: October 31, 2002
=========================
Estimated average burden
hours per response...14.9
=========================
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)
Charles F. Willis, IV
c/o Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA 94965
(415) 331-5281
--------------------------------------------------------------------------------
(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 Sections 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 Section 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 12
--------------------------- -----------------------
<TABLE>
<CAPTION>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CFW Partners, L.P., a California limited partnership ("CFW Partners")
-----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
-----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS: 00, PF
-----------------------------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / /
-----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
-----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF
--------------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,984,422+
OWNED BY --------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH
2,984,422
REPORTING --------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON
0
WITH
-----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,984,422+
-----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
-----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.5%
-----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
PN
-----------------------------------------------------------------------------------------------------
</TABLE>
*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 12
--------------------------- -----------------------
<TABLE>
<CAPTION>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Charles F. Willis, IV
-----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
-----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS: 00, PF
-----------------------------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / /
-----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
82,400
NUMBER OF
--------------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 6,066,822+
OWNED BY --------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH
82,400
REPORTING --------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON
2,984,422
WITH
-----------------------------------------------------------------------------------------------------
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*
IN
-----------------------------------------------------------------------------------------------------
</TABLE>
*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 12
--------------------------- -----------------------
<TABLE>
<CAPTION>
<S> <C> <C>
-----------------------------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The Austin Chandler Willis 1995 Irrevocable Trust
-----------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
-----------------------------------------------------------------------------------------------------
3. SEC USE ONLY
-----------------------------------------------------------------------------------------------------
4. SOURCE OF FUNDS: 00, PF
-----------------------------------------------------------------------------------------------------
5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / /
-----------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California Limited Partnership
-----------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
235
NUMBER OF
--------------------------------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,984,422+
OWNED BY --------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH
235
REPORTING --------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON
2,984,422
WITH
-----------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,984,657+
-----------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
-----------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.5%
-----------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
00
-----------------------------------------------------------------------------------------------------
</TABLE>
*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 12
--------------------------- -----------------------
ITEM 1 SECURITY AND ISSUER:
Common Stock (the "Shares") of Willis Lease Finance Corporation (the
"Issuer")
Willis Lease Finance Corporation
2320 Marinship Way, Suite 300
Sausalito, CA 94965
ITEM 2 IDENTITY AND BACKGROUND:
This statement is being filed by CFW Partners, L.P., a California
limited partnership, Charles F. Willis, IV, a United States citizen, and the
Austin Chandler Willis 1995 Irrevocable Trust, a United States trust, each of
whose principal address is c/o Willis Lease Finance Corporation, 2320 Marinship
Way, Suite 300, Sausalito, CA 94965.
Charles F. Willis, IV, and Austin Chandler Willis 1995 Irrevocable
Trust are each limited partners of CFW Partners. Charles F. Willis, IV, is also
the general partner of CFW Partners. The trustee of the Austin Chandler Willis
1995 Irrevocable Trust is Elizabeth Leatherman, a United States citizen (the
"Trustee"). The address for the Trustee is 4 Charles River Square, Boston, MA
02114. Exhibit A sets forth the Joint Filing Agreement regarding this Schedule
13D.
Charles F. Willis, IV, is the President and Chief Executive Officer of
the Issuer. CFW Partners, L.P., is a partnership for the purpose of holding
ownership of stock of the Issuer. The Austin Chandler Willis 1995 Irrevocable
Trust is a trust, and the Trustee is a set designer.
None of the Reporting Persons nor the Trustee has, during the last five
years, (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 a violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Reporting Persons are deemed to beneficially own 3,000,000 of the
Shares plus such additional stock as will equal 34.9% of the Issuer's
outstanding Shares when added to such 3,000,000 Shares, (the "FlightTechnics'
Shares") reflected in this Schedule 13D (or deemed, solely for purposes of Rule
13d-3, to be beneficially owned) by them, directly or indirectly, because these
Reporting Persons entered into the Stockholders' Agreement with FlightTechnics,
a Delaware limited liability company ("FlightTechnics") as more specifically
described in paragraphs 3-8 of Item 4 below, the terms of which are hereby
incorporated by reference herein. No funds of the Reporting Persons were or will
be used to purchase the FlightTechnics' Shares as described more fully in Item 4
of this Schedule 13D.
Other than the FlightTechnics' Shares, all other Shares beneficially
owned by the Reporting Persons were previously reported on the Schedule 13G/A
filed on February 14, 2000 by the Reporting Persons except for 18,900 Shares
that were acquired in open market purchases.
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 6 of 12
--------------------------- -----------------------
Such previously acquired Shares were acquired prior to the registration of such
Shares under the Securities Exchange Act of 1934, as amended, in open market
purchases, or upon the exercise of options. All such Shares were acquired with
personal funds.
ITEM 4. PURPOSE OF TRANSACTION:
The Issuer, the Reporting Persons, and FlightTechnics entered into that
certain Stockholders' Agreement (the "Stockholders' Agreement"), dated as of
November 7, 2000, which became effective on the 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 "Current Report") and is incorporated herein by
reference. The Issuer and FlightTechnics also entered into that certain
Investment Agreement, dated as of November 7, 2000, with Flightlease AG, SR
Technics Group and SR Technics Group America, Inc. (the "Investment Agreement").
The Investment Agreement was filed with the Securities and Exchange Commission
as Exhibit 10.1 to the Current Report and is incorporated herein by reference.
Under the Investment Agreement, FlightTechnics purchased 1,300,000 of
the Shares 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"). 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.
Under the Stockholders' Agreement, the Reporting 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 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 Reporting 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 Stockholder's Agreement, FlightTechnics agreed to vote the
FlightTechnics' Shares in the following manner until November 29, 2005: (i)
against an increase in the size of the board of the Issuer (other than upon the
exercise of the Option as described below), (ii) in the same manner as the
Reporting 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
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 7 of 12
--------------------------- -----------------------
and removal of directors (other than upon the exercise of the Option as
described below), and (iv) between November 29, 2003 and November 29, 2005, the
acquisition of Issuer by way of merger, consolidation or share exchange or the
sale of substantially all of 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 Reporting Person (the "Target
Shares") if such Reporting Person proposes to sell or transfer to a person other
than another Reporting Person such Target Shares.
In addition, from November 30, 2000 through November 29, 2003, if
FlightTechnics exercises its Option, each of the Issuer and the Reporting
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 Reporting Persons may enter into 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 board to comply with its fiduciary obligations to 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 Reporting 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 AG, a company under the laws of Switzerland, 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
Reporting 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 and the
Investment Agreement as set forth herein are qualified in their entity by
reference to the copies of the Stockholders' Agreement and the Investment
Agreement, and are incorporated herein in their entirety where such references
and descriptions appear.
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 8 of 12
--------------------------- -----------------------
No funds of the Reporting Persons were used to purchase the
FlightTechnics' Shares. The Reporting Persons do not, subject to the purchase
option described above, have any economic interests in the FlightTechnics Shares
or the right to dispose of such Shares. The Reporting Persons obtained
beneficial ownership of the FlightTechnics' Shares pursuant to the Stockholders'
Agreement and in exchange for the grant of certain beneficial ownership rights
over the Shares held by the Reporting Persons, as described above. The
Stockholder's Agreement was executed by the Reporting Persons as an inducement
to FlightTechnics to purchase the FlightTechnics' Shares.
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 9 of 12
--------------------------- -----------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
<TABLE>
<CAPTION>
(a) and (b)
<S> <C>
CFW PARTNERS
------------
Amount beneficially owned: 5,984,422 Shares
Percent of class: 49.2% prior to exercise of the Option, 57.5% 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: 5,984,422+
(iii) Sole power to dispose or to direct the disposition
of: 2,984,422
(iv) Shared power to dispose or to direct the disposition
of: 0
CHARLES F. WILLIS, IV
---------------------
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: 82,400
(ii) Shared power to vote or to direct the vote: 6,066,822+
(iii) Sole power to dispose or to direct the disposition
of: 82,400
(iv) Shared power to dispose or to direct the disposition
of: 2,984,422
AUSTIN CHANDLER WILLIS 1995 IRREVOCABLE TRUST
---------------------------------------------
Amount beneficially owned: 5,984,422 Shares
Percent of class: 49.2% prior to exercise of the Option, 57.5% 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: 235
(ii) Shared power to vote or to direct the vote: 5,984,422+
(iii) Sole power to dispose or to direct the disposition
of: 235
(iv) Shared power to dispose or to direct the disposition
of: 2,984,422
+ 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 10 of 12
--------------------------- -----------------------
(c) The contents of Item 4 above are incorporated herein by reference.
(d) Charles F. Willis, IV, and Austin Chandler Willis 1995 Irrevocable
Trust, as limited partners of CFW Partners, each have 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 CFW Partners.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
Except as disclosed in or contemplated by the Stockholders' Agreement
and the Investment Agreement, there are no contracts, arrangements,
understandings or relationships between the Reporting 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 CFW Partners, L.P., Charles F. Willis, IV, and
the Austin Chandler Willis 1995 Irrevocable Trust.
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 of Form 8-K filed with
the Securities and Exchange Commission on November 13, 2000 and incorporated
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 of Form 8-K filed with the Securities and Exchange
Commission on November 13, 2000 and incorporated herein by reference in its
entirety.
</TABLE>
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 11 of 12
--------------------------- -----------------------
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.
<TABLE>
<CAPTION>
<S> <C>
CFW PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP
DATED: DECEMBER 8, 2000 BY: /s/ Charles F. Willis, IV
-------------------------------------------
A GENERAL PARTNER
DATED: DECEMBER 8, 2000 /s/ Charles F. Willis, IV
----------------------------------------------
CHARLES F. WILLIS, IV
AUSTIN CHANDLER WILLIS 1995 IRREVOCABLE TRUST
DATED: DECEMBER 8, 2000 BY: /s/ Elizabeth Leatherman
-------------------------------------------
ELIZABETH LEATHERMAN, AS TRUSTEE
</TABLE>
<PAGE>
--------------------------- -----------------------
CUSIP No. 970646 10 5 13D Page 12 of 12
--------------------------- -----------------------
EXHIBIT A
JOINT FILING AGREEMENT
----------------------
Agreement among CFW Partners, L.P., a California limited partnership,
Charles F. Willis, IV, and The Austin Chandler Willis 1995 Irrevocable Trust,
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 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.
In evidence thereof the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement in counterpart as of this ____ day of
December, 2000.
CFW PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP
BY: /s/ CHARLES F. WILLIS, IV
CHARLES F. WILLIS, IV, AS GENERAL PARTNER
/s/ CHARLES F. WILLIS, IV
CHARLES F. WILLIS, IV
AUSTIN CHANDLER WILLIS 1995 IRREVOCABLE TRUST
BY: /s/ ELIZABETH LEATHERMAN
ELIZABETH LEATHERMAN, AS TRUSTEE
