<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-52763
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 16, 1994)
$500,000,000
[LOGO OF INTERNATIONAL LEASE FINANCE CORPORATION]
MEDIUM-TERM NOTES, SERIES G
-----------------
Due from Nine Months to Thirty Years from Date of Issue
-----------------
International Lease Finance Corporation (the "Company") may offer from time
to time its Medium-Term Notes, Series G (the "Notes"), due from nine months to
thirty years from date of issue. The Notes will be unsecured obligations of the
Company. The interest rate on, or interest formula for, the Notes will be
established by the Company from time to time and will be set forth therein and
specified in a pricing supplement (a "Pricing Supplement") to this Prospectus
Supplement. Interest rates and interest rate formulas are subject to change by
the Company, but no such change will affect any Note theretofore issued or as
to which an offer to purchase has been accepted by the Company. Unless
otherwise specified in the applicable Pricing Supplement, the Notes will bear
interest at a fixed rate or at a floating rate determined by reference to the
Commercial Paper Rate, LIBOR or the Treasury Rate, as adjusted by the Spread or
Spread Multiplier, if any, applicable to such Notes. Unless otherwise specified
in the applicable Pricing Supplement, the Interest Payment Dates for each Fixed
Rate Note will be April 15 and October 15 of each year and at maturity, and for
each Floating Rate Note will be established by the Company on the date of issue
and will be set forth therein and in the applicable Pricing Supplement. See
"Description of Medium-Term Notes, Series G--Payment of Principal and Interest;
Interest Rate."
The Notes will mature on any business day from nine months to thirty years
from the date of issue, as selected by the purchaser and agreed to by the
Company. The Notes will not be subject to redemption or repayment prior to
their stated maturity unless otherwise specified in the applicable Pricing
Supplement. See "Description of Medium-Term Notes, Series G--Redemption and
Repayment." Notes are issuable in fully registered form in denominations of
$1,000 or in any greater amount that is an integral multiple of $1,000. See
"Description of Medium-Term Notes, Series G."
Each Note will be represented either by a global Note ("Global Note")
deposited with, or on behalf of, The Depository Trust Company, New York, New
York (the "Depositary"), and registered in the name of a nominee of the
Depositary (a "Book-Entry Note"), or by a certificate issued in definitive form
(a "Certificated Note"), as set forth in the applicable Pricing Supplement.
Beneficial interests in Global Notes representing Book-Entry Notes will be
shown on, and transfers will be effected only through, records maintained by
the Depositary with respect to its participants' interests and by the
Depositary's participants. Book-Entry Notes will not be issuable as
Certificated Notes except under the circumstances described in the accompanying
Prospectus or as otherwise set forth on the applicable Pricing Supplement.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, ANY
PRICING SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
<TABLE>
<CAPTION>
Price to Agents' Discounts Proceeds to
Public(1) and Commissions(2) Company(2)(3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Note................ 100% .125%-.750% 99.875%-99.250%
- ---------------------------------------------------------------------------------------------------
Total................... $500,000,000 $625,000-$3,750,000 $499,375,000-$496,250,000
</TABLE>
================================================================================
(1) Unless otherwise specified in the applicable Pricing Supplement, Notes will
be issued at 100% of their principal amount.
(2) The Company will pay a commission to Lehman Brothers, Lehman Brothers Inc.
(including Lehman Special Securities Inc.), Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc or Goldman, Sachs & Co., each as Agent
(collectively, the "Agents"), in the form of a discount, ranging from .125%
to .750% of the principal amount of any Note, depending upon maturity, sold
through such Agent, and may sell Notes to any Agent at a discount for
resale to investors or other purchasers at varying prices related to
prevailing market prices at the time of resale to be determined by such
Agent or, if so agreed, at a fixed public offering price. See "Plan of
Distribution." Unless otherwise indicated in the applicable Pricing
Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to an agency sale of a Note
of identical maturity and may be resold by such Agent. No commission will
be payable on any sales made directly by the Company.
(3) Before deducting other expenses payable by the Company estimated at up to
$450,000, including reimbursement of certain expenses of the Agents.
-----------------
The Notes are being offered on a continuous basis by the Company through the
Agents, each of whom has agreed to use its best efforts to solicit purchases of
the Notes. The Company has reserved the right to sell Notes directly on its own
behalf or to or through others for resale to the public. Notes may also be sold
to any of the Agents acting as principal for its own account or for resale to
investors or other purchasers. See "Plan of Distribution." The Notes will not
be listed on any securities exchange, and there can be no assurance that the
Notes offered by this Prospectus Supplement will be sold or that there will be
a secondary market for the Notes. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or any of
the Agents may reject any offer in whole or in part. See "Plan of
Distribution."
-----------------
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
Incorporated
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
May 17, 1994
<PAGE>
DESCRIPTION OF MEDIUM-TERM NOTES, SERIES G
The information herein concerning the Notes should be read in conjunction
with the statements under "Description of Debt Securities" in the Prospectus,
to which description reference is hereby made. The particular terms of any Note
offered will be described in the applicable Pricing Supplement. The terms and
conditions set forth in this Prospectus Supplement will apply to each Note
unless otherwise specified in the applicable Pricing Supplement and such Note.
Capitalized terms used herein and not defined have the meanings given to them
in the Indenture.
GENERAL
The Notes issuable pursuant to this Prospectus Supplement constitute a series
of securities under an Indenture (the "Indenture"), dated as of November 1,
1991, between the Company and Continental Bank, National Association, as
Trustee, which series is currently limited to $500,000,000 aggregate principal
amount. The Indenture authorizes the Company to reopen a series of securities
(including the Notes) for issuance of additional securities of that series
without the consent of the holders of that series.
The Notes will be unsecured obligations of the Company, and will be issued in
fully registered form only and in denominations of $1,000 or any amount in
excess thereof which is a multiple of $1,000. The Notes will not be subject to
any sinking fund. Each Note will be issued initially as either a Book-Entry
Note or a Certificated Note as specified in the applicable Pricing Supplement.
The terms set forth under "Description of Debt Securities--Global Securities"
are applicable to the Notes.
The Notes will be offered on a continuous basis and will mature on any
Business Day (as defined below) from nine months to thirty years from the date
of issue, as selected by the purchaser and agreed to by the Company. Floating
Rate Notes (as defined below) will mature on an Interest Payment Date (as
defined below) unless otherwise specified in the applicable Pricing Supplement.
"Business Day" means any day that is not a Saturday or Sunday and that, in The
City of New York (and, with respect to LIBOR Notes, the City of London), is not
a day on which banking institutions are generally authorized or obligated by
law to close. "London Business Day" means any day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market. "Maturity" means
the date on which the principal of a Note becomes due and payable as provided
in the Indenture, whether at the Stated Maturity or by declaration of
acceleration, redemption, repayment or otherwise.
PAYMENT OF PRINCIPAL AND INTEREST; INTEREST RATE
Principal and interest will be payable, and certificated Notes will be
transferable, at the office of Trustee in Chicago, Illinois, which on the date
hereof is located at 231 South La Salle, Chicago, Illinois, and at the agency
maintained by the Trustee for that purpose in the Borough of Manhattan, City of
New York, State of New York, which on the date hereof is at the office of
Mellon Securities Trust Co., 120 Broadway, New York, New York, or at such other
place or places as may be designated pursuant to the Indenture, provided that
the Company, at its option, may pay interest other than interest due at
Maturity, by check mailed to registered holders.
Each Note will bear interest from the date of issue at the rate per annum
stated, or calculated pursuant to the interest rate formula set forth therein
and in the applicable Pricing Supplement, until the principal thereof is paid
or made available for payment. Interest will be payable on each Interest
Payment Date. Principal and interest due at Maturity will be payable in
immediately available funds upon presentation of the Notes. Interest due other
than at Maturity will be payable by check; provided, however, that (i) the
Depositary, as holder of Book-Entry Notes, shall be entitled to receive
payments of interest by wire transfer of immediately available funds, and (ii)
holders of ten million dollars or more in aggregate principal amount of
Certificated Notes having identical Interest Payment Dates will be entitled to
receive payments of interest, other than at Maturity, by wire transfer of
immediately available funds to a designated account maintained in the United
States upon receipt by the Trustee of written instructions from such holder not
later than the
S-2
<PAGE>
Regular Record Date for the related Interest Payment Date. Such instructions
shall remain in effect with respect to payments of interest made to such holder
on subsequent Interest Payment Dates unless revoked or changed by written
instructions received by the Trustee from such holder, provided that any such
written revocation or change which is received by the Trustee after a Regular
Record Date and before the related Interest Payment Date shall not be effective
with respect to the interest payable on such Interest Payment Date. Unless
otherwise specified in the applicable Pricing Supplement, Merrill Lynch,
Pierce, Fenner & Smith Incorporated shall be the calculation agent (the
"Calculation Agent") with respect to the Notes.
Each Note will bear interest at either (a) a fixed rate (a "Fixed Rate Note")
or (b) rates determined by reference to the interest rate basis specified in
the applicable Pricing Supplement (a "Floating Rate Note") (i) plus or minus
(as specified in the applicable Pricing Supplement) the Spread, if any, or (ii)
multiplied by the Spread Multiplier, if any. The "Spread" is the number of
basis points specified in the applicable Pricing Supplement as being applicable
to such Note, and the "Spread Multiplier" is the percentage specified in the
applicable Pricing Supplement as being applicable to such Note. Any Floating
Rate Note also may have either or both of the following: (i) a maximum
numerical interest rate limitation, or ceiling, on the rate of interest which
may accrue during any interest period; and (ii) a minimum numerical interest
rate limitation, or floor, on the rate of interest which may accrue during any
interest period. The applicable Pricing Supplement will designate one or more
of the following interest rate bases as applicable to each Floating Rate Note:
(a) the Commercial Paper Rate (a "Commercial Paper Rate Note"); (b) LIBOR (a
"LIBOR Note"); (c) the Treasury Rate (a "Treasury Rate Note"); or (d) such
other interest rate basis as is set forth in such Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes will be payable on April 15 and October 15 of each year and
upon Maturity. Except as provided below, interest on Floating Rate Notes will
be payable, in the case of Floating Rate Notes with a weekly or a monthly
Interest Reset Date (as defined below), on the third Wednesday of each month or
on the third Wednesday of March, June, September and December, as specified in
the applicable Pricing Supplement; in the case of Floating Rate Notes with a
quarterly Interest Reset Date, on the third Wednesday of March, June, September
and December; in the case of Floating Rate Notes with a semi-annual Interest
Reset Date, on the third Wednesday of the two months specified in the
applicable Pricing Supplement; and in the case of Floating Rate Notes with an
annual Interest Reset Date, on the third Wednesday of the month specified in
the applicable Pricing Supplement; and, in each case, at Maturity. Each date on
which interest is payable on a Note is referred to herein as an "Interest
Payment Date." If any Interest Payment Date (other than at Maturity) for any
Floating Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next day that is a Business
Day, except that in the case of a Floating Rate Note which is a LIBOR Note, if
such Business Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Maturity
of a Floating Rate Note would fall on a date that is not a Business Day, the
payment of interest and principal (and premium, if any) may be made on the next
succeeding Business Day, and no interest on such payment will accrue for the
period from and after the date of Maturity.
Unless otherwise specified in the applicable Pricing Supplement, interest
payable on any Interest Payment Date will be payable to the person in whose
name such Note is registered at the close of business 15 calendar days prior to
such Interest Payment Date (the "Record Date"); provided, however, that
interest payable on the Interest Payment Date occurring at Maturity will be
payable to the person to whom principal shall be payable. Unless otherwise
specified in the applicable Pricing Supplement, notwithstanding the foregoing,
the first payment of interest on any Note originally issued between a Record
Date and an Interest Payment Date or on an Interest Payment Date will be made
on the Interest Payment Date following the next succeeding Record Date to the
registered owner on such next Record Date.
Unless otherwise specified in the applicable Pricing Supplement, interest
payments for Floating Rate Notes (except in the case of Floating Rate Notes
which reset weekly) will include accrued interest from and including the date
of issue or from and including the last date in respect of which interest has
been paid, as the case may be, to, but excluding, the Interest Payment Date. In
the case of Floating Rate Notes which
S-3
<PAGE>
reset weekly, unless otherwise specified in the applicable Pricing Supplement,
interest payments will include accrued interest from and including the date of
issue or from but excluding the last date in respect of which interest has been
paid, as the case may be, to and including the date which is 15 calendar days
immediately preceding such Interest Payment Date, except that at Maturity the
interest payable will include interest accrued to, but excluding, the Maturity
date unless otherwise specified in the applicable Pricing Supplement. Accrued
interest will be calculated by multiplying the principal amount of a Note by an
accrued interest factor. This accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified in the
applicable Pricing Supplement, the interest factor for each such day will be
computed by dividing the interest rate applicable to such day by 360, in the
case of Commercial Paper Rate Notes and LIBOR Notes, or by the actual number of
days in the year, in the case of Treasury Rate Notes. The interest rate in
effect on each day will be, (a) if such day is an Interest Reset Date, the
interest rate with respect to the Interest Determination Date (as defined
below) pertaining to such Interest Reset Date, or (b) if such day is not an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the next preceding Interest Reset Date,
subject in either case to any maximum or minimum interest rate limitation
referred to above and to any adjustment by a Spread or a Spread Multiplier
referred to above; provided, however, that (i) the interest rate in effect for
the period from the date of issue to the first Interest Reset Date with respect
to a Floating Rate Note will be the Initial Interest Rate specified in the
applicable Pricing Supplement and (ii) unless otherwise specified in the
applicable Pricing Supplement, the interest rate in effect for the ten calendar
days immediately prior to Maturity will be that in effect on the tenth calendar
day preceding such Maturity.
The rate of interest on each Floating Rate Note will be reset weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement. The Interest Reset Date will
be as follows: in the case of Floating Rate Notes (other than Treasury Rate
Notes) which reset weekly, Wednesday of each week; in the case of Treasury Rate
Notes which reset weekly, Tuesday of each week (except as provided below); in
the case of Floating Rate Notes which reset monthly, the third Wednesday of
each month; in the case of Floating Rate Notes which reset quarterly, the third
Wednesday of March, June, September and December; in the case of Floating Rate
Notes which reset semi-annually, the third Wednesday of the two months
specified in the applicable Pricing Supplement; and in the case of Floating
Rate Notes which reset annually, the third Wednesday of the month specified in
the applicable Pricing Supplement. If any Interest Reset Date for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next day that is a Business Day, except,
in the case of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the immediately preceding
Business Day.
The "Interest Determination Date" pertaining to an Interest Reset Date for
Commercial Paper Rate Notes will be the second Business Day next preceding such
Interest Reset Date. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note will be the second London Business Day preceding
such Interest Reset Date. The Interest Determination Date pertaining to an
Interest Reset Date for a Treasury Rate Note will be the day of the week in
which such Interest Reset Date falls on which Treasury bills normally would be
auctioned. Treasury bills are normally sold at auction on Monday of each week,
unless that day is a legal holiday, in which case the auction is normally held
on the following Tuesday, except that such auction may be held on the preceding
Friday. If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Interest Determination Date
pertaining to the Interest Reset Date occurring in the next succeeding week. If
an auction date shall fall on any Interest Reset Date for a Treasury Rate Note,
then such Interest Reset Date shall instead be the first Business Day
immediately following such auction date.
The "Calculation Date," where applicable, pertaining to any Interest
Determination Date is the earlier of (i) the tenth calendar day after such
Interest Determination Date or if any such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.
S-4
<PAGE>
The Calculation Agent will notify the Company and, in turn, the Company will
notify the Trustee of each determination of the interest rate applicable to any
Floating Rate Note promptly after such determination is made. The Trustee will,
upon the request of the holder of any Floating Rate Note, provide the interest
rate then in effect and, if different, the interest rate which will become
effective as a result of a determination made with respect to the most recent
Interest Determination Date with respect to such Note. The Trustee will not be
responsible for determining the interest rate applicable to any Floating Rate
Note.
The applicable Pricing Supplement will specify the interest rate basis and
the Spread or Spread Multiplier, if any, and the maximum or minimum interest
rate limitation, if any, applicable to each Floating Rate Note. The interest
rate on the Notes will in no event be higher than the maximum rate permitted by
New York or California law as the same may be modified by United States law of
general application. In addition, such Pricing Supplement will define or
particularize for each Floating Rate Note the following terms, if applicable:
Index Maturity, Initial Interest Rate, Interest Payment Dates and Interest
Reset Dates.
Unless otherwise specified in the applicable Pricing Supplement, all
percentages resulting from any calculation on Floating Rate Notes will be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g. 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655)), and all dollar amounts
used in or resulting from such calculation on Floating Rate Notes will be
rounded to the nearest cent (with one-half cent being rounded upwards).
Fixed Rate Notes
Unless otherwise specified in the applicable Pricing Supplement, each Fixed
Rate Note will bear interest from, and including, the date of issue, or the
most recent date to which interest has been paid or duly provided for, to, but
excluding, the Interest Payment Date or Maturity, as the case may be, at the
rate per annum stated on the face thereof until the principal amount thereof is
paid or made available for payment. Unless otherwise specified in the
applicable Pricing Supplement, interest on Fixed Rate Notes will be computed on
the basis of a 360-day year of twelve 30-day months.
Interest on Fixed Rate Notes will be payable semiannually on April 15 and
October 15 of each year, unless otherwise specified in the applicable Pricing
Supplement, and at Maturity. If any Interest Payment Date or the Maturity of a
Fixed Rate Note falls on a day that is not a Business Day, the related payment
of principal, premium, if any, or interest will be made on the next succeeding
Business Day as if made on the date such payment was due, and no interest will
accrue on the amount so payable for the period from and after such Interest
Payment Date or Maturity, as the case may be.
Commercial Paper Rate Notes
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or
Spread Multiplier, if any) specified in the Commercial Paper Rate Notes and in
the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Commercial
Paper Rate" means with respect to any Interest Determination Date, the Money
Market Yield (as defined below) of the rate on that date for commercial paper
having the Index Maturity designated in the applicable Pricing Supplement as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "Commercial Paper." In the event that such rate
is not published by 9:00 a.m., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, then the Commercial Paper Rate
shall be the Money Market Yield of the rate on that Interest Determination Date
for commercial paper having the Index Maturity designated in the applicable
Pricing Supplement as published by the Federal Reserve Bank of New York in its
daily statistical release "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or any successor publication published by the Federal Reserve
S-5
<PAGE>
Bank of New York ("Composite Quotations") under the heading "Commercial Paper."
If by 3:00 p.m., New York City time, on such Calculation Date such rate is not
yet published in H.15(519) or Composite Quotations, the Commercial Paper Rate
for that Interest Determination Date shall be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
rates of three leading dealers of commercial paper in The City of New York
(selected by the Calculation Agent) as of 11:00 a.m., New York City time, on
that Interest Determination Date, for commercial paper having the Index
Maturity designated in the applicable Pricing Supplement placed for an
industrial issuer whose bond rating is "AA," or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate will be the Commercial Paper Rate in
effect on such Interest Determination Date.
"Money Market Yield" shall be a yield (expressed as a percentage rounded to
the nearest one-hundredth of a percent, with five one-thousandths of a percent
rounded upwards) calculated in accordance with the following formula:
D X 360
Money Market Yield = --------------- X 100
360 - (D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
LIBOR Notes
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any) specified in
the LIBOR Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "LIBOR" will
be determined by the Calculation Agent in accordance with the following
provisions:
(i) With respect to a LIBOR Interest Determination Date, LIBOR will be,
as specified in the applicable Pricing Supplement, either: (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars having
the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following that
LIBOR Interest Determination Date, that appear on the Reuters Screen LIBO
Page as of 11:00 a.m., London time, on that LIBOR Interest Determination
Date, if at least two such offered rates appear on the Reuters Screen LIBO
Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having
the Index Maturity designated in the applicable Pricing Supplement,
commencing on the second London Business Day immediately following that
LIBOR Interest Determination Date, that appears on the Telerate Page 3750
as of 11:00 a.m., London time, on that LIBOR Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or such other
page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks). "Telerate Page
3750" means the display designated as page "3750" on the Telerate Service
(or such other page as may replace the 3750 page on that service or such
other service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates
for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is
specified in the applicable Pricing Supplement, LIBOR will be determined as
if LIBOR Telerate had been specified. If fewer than two offered rates
appear on the Reuters Screen LIBO Page, or if no rate appears on the
Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest
Determination Date will be determined as if the parties had specified the
rate described in (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear on the Reuters Screen LIBO Page, as specified
in (i)(a) above, or on which no rate appears on Telerate Page 3750, as
specified in (i)(b) above, as applicable, LIBOR will be determined on the
basis of
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<PAGE>
the rates at which deposits in U.S. dollars having the Index Maturity
designated in the applicable Pricing Supplement are offered at
approximately 11:00 a.m., London time, on that LIBOR Interest Determination
Date by four major banks in the London interbank market selected by the
Calculation Agent ("Reference Banks") to prime banks in the London
interbank market commencing on the second London Business Day immediately
following that LIBOR Interest Determination Date and in a principal amount
equal to an amount of not less than $1,000,000 that is representative for a
single transaction in such market at such time. The Calculation Agent will
request the principal London office of each of the Reference Banks to
provide a quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of that LIBOR Interest Determination Date will
be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New
York City time, on that LIBOR Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent for loans
in U.S. dollars to leading European banks having the Index Maturity
designated in the applicable Pricing Supplement commencing on the second
London Business Day immediately following that LIBOR Interest Determination
Date and in a principal amount equal to an amount of not less than
$1,000,000 that is representative for a single transaction in such market
at such time; provided, however, that if the banks selected as aforesaid by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
with respect to such LIBOR Interest Determination Date will be the rate of
LIBOR in effect on such date.
Treasury Rate Notes
Treasury Rate Notes will bear interest at the interest rates (calculated with
reference to the Treasury Rate and the Spread or Spread Multiplier, if any),
specified in the Treasury Rate Notes and in the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Determination Date, the rate for the
auction held on such Interest Determination Date of direct obligations of the
United States ("Treasury bills") having the Index Maturity designated in the
applicable Pricing Supplement as published in H.15(519) under the heading
"Treasury bills--auction average (investment)" or, if not so published by 9:00
a.m., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the auction average rate (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of the Treasury.
In the event that the results of the auction of Treasury bills having the Index
Maturity designated in the applicable Pricing Supplement are not published or
reported as provided above by 3:00 p.m., New York City time, on such
Calculation Date or if no such auction is held on such Interest Determination
Date, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
p.m., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
Index Maturity designated in the applicable Pricing Supplement; provided,
however, that if the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, the Treasury Rate will be the
Treasury Rate in effect on such Interest Determination Date.
Interest rates are subject to change by the Company from time to time but no
such change will affect any Note theretofore issued or as to which an offer has
been accepted by the Company.
BOOK-ENTRY SYSTEM
Upon issuance, all Fixed Rate Book-Entry Notes having the same original issue
date, interest rate, if any, amortization schedule, if any, Stated Maturity and
other terms, if any, will be represented by a single
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<PAGE>
Global Note and all Floating Rate Book-Entry Notes having the same original
issue date, Initial Interest Rate, Base Rate, Interest Payment Period, Interest
Payment Dates, Index Maturity, Spread or Spread Multiplier, if any, Minimum
Interest Rate, if any, Maximum Interest Rate, if any, Stated Maturity and other
terms, if any, will be represented by a single Global Note. Each Global Note
representing Book-Entry Notes will be deposited with, or on behalf of, the
Depositary, and registered in the name of a nominee of the Depositary.
Certificated Notes will not be exchangeable for Book-Entry Notes and, except
under the circumstances described in the Prospectus under "Description of Debt
Securities--Global Securities", Book-Entry Notes will not be exchangeable for
Certificated Notes and will not otherwise be issuable as Certificated Notes.
A further description of the Depositary's procedures with respect to Global
Notes representing Book-Entry Notes is set forth in the Prospectus under
"Description of Debt Securities--Global Securities". The Depositary has
confirmed to the Company, the Agents and each Trustee that it intends to follow
such procedures.
The Depositary has advised the Company that the Depositary is a limited
purpose trust company organized under the laws of the State of New York, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered under the Securities Exchange Act of 1934, as amended. The
Depositary was created to hold the securities of its participants and to
facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depositary's participants include
securities brokers and dealers (including the Agents), banks, trust companies,
clearing corporations, and certain other organizations some of whom (and/or
their representatives) own the Depositary. Access to the Depositary's book-
entry system is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
REDEMPTION AND REPAYMENT
The Notes are not subject to redemption by the Company prior to the
Redemption Dates fixed at the time of sale and set forth in Pricing Supplements
hereto. If no Redemption Date is indicated with respect to a Note, such Note is
not redeemable prior to the Stated Maturity. On and after the indicated
Redemption Date, the related Note will be redeemable in whole or in part in
increments of $1,000 at the option of the Company at a redemption price equal
to 100% of the principal amount to be redeemed, together with interest thereon
payable to the date of redemption, on notice given not more than 60 nor less
than 30 days prior to the date of redemption. With respect to the redemption of
Global Notes, the Depositary advises that if less than all of the Notes with
like tenor and terms are to be redeemed, the particular interests (in integral
multiples of $1,000) in the Global Note representing the Notes to be redeemed
shall be selected by the Depositary's impartial lottery procedures.
The Notes will be subject to repayment at the option of the holders thereof
in accordance with the terms of the Notes on their respective optional
repayment date or dates, if any, fixed at the time of sale and set forth in the
applicable Pricing Supplement and in the applicable Note (the "Optional
Repayment Date"). If no Optional Repayment Date is indicated in such Pricing
Supplement and such Note with respect to a Note, such Note will not be
repayable at the option of the holder prior to the Stated Maturity. Unless
otherwise specified in an applicable Pricing Supplement, on any Optional
Repayment Date with respect to any Note, such Note will be repayable in whole
or in part in increments of $1,000 at the option of the holder thereof at a
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the Optional Repayment Date. In order for a Note to
be repaid, the Company must receive at its offices or agencies for that purpose
in Chicago, Illinois or New York, New York not more than 60 nor less than 30
days prior to the Optional Repayment Date, (i) the Note with the form entitled
"Option to Elect Repayment" on the reverse of the Note duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States of America setting
forth the name of the holder of
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<PAGE>
the Note, the principal amount of the Note, the amount of the Note to be
repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the Note duly completed will be
received by the Company not later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter and such Note and form
duly completed are received by the Company by such fifth Business Day. Any such
notice received by the Company during such period shall be irrevocable. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note for repayment will be determined by the Company, whose
determination will be final and binding.
PLAN OF DISTRIBUTION
The Notes are being offered on a continuous basis by the Company through
Lehman Brothers, Lehman Brothers Inc. (including Lehman Special Securities
Inc.), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and Goldman, Sachs &
Co., as Agents, each of whom has agreed to use its best efforts to solicit
purchases of the Notes. The Company will pay each Agent a commission, in the
form of a discount ranging from .125% to .750%, depending upon the Stated
Maturity of the Note, of the principal amount of the Notes sold through such
Agent. The Company also may sell the Notes to one or more of the Agents as
principal at a discount for resale to investors or other purchasers at varying
prices related to prevailing market prices at the time of resale, to be
determined by such Agent or, if so agreed, at a fixed public offering price. In
addition, the Company has reserved the right to sell the Notes directly to
investors on its own behalf in those jurisdictions where it is authorized to do
so or to or through others for resale to the public. In the case of sales made
directly by the Company, no commission will be payable. The Company has agreed
to reimburse the Agents for certain expenses.
In addition, the Agents may offer the Notes they have purchased as principal
to other dealers. The Agents may sell Notes to any dealer at a discount and,
unless otherwise specified in the applicable Pricing Supplement, such discount
allowed to any dealer will not be in excess of the discount to be received by
such Agent from the Company. Unless otherwise indicated in the applicable
Pricing Supplement, any Note sold to an Agent as principal will be purchased by
such Agent at a price equal to 100% of the principal amount thereof less a
percentage equal to the commission applicable to any agency sale of a Note of
identical maturity, and may be resold by the Agent to investors and other
purchasers as described above. After the initial public offering of Notes to be
resold to investors and other purchasers on a fixed public offering price
basis, the public offering price (in the case of Notes to be sold at a fixed
public offering price), the concession and the discount may be changed.
The Company will have the sole right to accept offers to purchase Notes and
may reject any proposed purchase of Notes in whole or in part. Each Agent will
have the right, in its discretion reasonably exercised, to reject any offer to
purchase Notes received by it in whole or in part.
The Company has agreed to indemnify each Agent against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the "Act"),
or to contribute to payments such Agent may be required to make in respect
thereof. Each Agent may be deemed to be an underwriter within the meaning of
the Act.
Each Agent in the ordinary course of its business engages from time to time
in securities transactions with and performs investment banking services for
the Company.
Payment of the purchase price of the Notes will be required to be made in
immediately available funds on the date of settlement.
No Note will have an established trading market when issued. The Notes will
not be listed on any securities exchange. Each of the Agents may from time to
time purchase and sell Notes in the secondary market, but it is not obligated
to do so, and there can be no assurance that there will be a secondary market
for the Notes or liquidity in the secondary market if one develops. From time
to time, each of the Agents may make a market in the Notes.
S-9
<PAGE>
PROSPECTUS
[LOGO INTERNATIONAL LEASE FINANCE CORPORATION]
DEBT SECURITIES
International Lease Finance Corporation (the "Company") intends to issue
from time to time debt securities (the "Debt Securities") with an aggregate
offering price of up to $2,449,080,000, which will be offered to the public on
terms determined by market conditions at the time of sale. The Debt Securities
shall be issued in U.S. dollar denominations or, at the option of the Company,
if so specified in the applicable Prospectus Supplement (the "Prospectus
Supplement"), in any other currency, including composite currencies such as
the European Currency Unit. The Debt Securities may be issued in one or more
series with the same or various maturities at par or with an original issue
discount. The specific designation, aggregate principal amount, purchase
price, maturity, interest rate (which may be fixed or variable), time of
payment of interest, any terms for redemption, any other specific terms, and
any listing on a securities exchange of Debt Securities in respect of which
this Prospectus is being delivered (the "Offered Debt Securities") are set
forth in the accompanying Prospectus Supplement together with the terms of
offering of the Offered Debt Securities. All or a portion of the Debt
Securities of a series may be issued in temporary or permanent global form.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The Debt Securities will be sold directly through agents designated from
time to time or through underwriters or dealers. If any agents of the Company
or any underwriters are involved in the sale of the Offered Debt Securities,
the names of such agents or underwriters and any applicable commissions or
discounts are set forth in the accompanying Prospectus Supplement. The net
proceeds to the Company from such sale are also set forth in the accompanying
Prospectus Supplement.
---------------
The date of this Prospectus is May 16, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information filed by the
Company can be inspected and copied at the Public Reference Room of the
Commission, Room 1024, at 450 Fifth Street, N.W., Washington, D.C., 20549 and
at the Commission's regional offices at 7 World Trade Center, New York, New
York 10048 and Suite 1400, Northwestern Atrium Center, 500 West Madison
Street, Chicago, Illinois 60661. Copies of such materials can be obtained at
prescribed rates from the Public Reference Room of the Commission, Room 1024,
at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus and the accompanying Prospectus Supplement do not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement, which may be examined without charge at the public
reference facilities maintained by the Commission at the Public Reference Room
of the Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies thereof may be obtained from the Commission upon payment of the
prescribed fees.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1993, its Quarterly Report on Form 10-Q for the quarter ended March 31, 1994
and its Current Reports on Form 8-K, event dates January 4, January 11,
February 23 and March 24, 1994 filed by the Company with the Commission are
incorporated herein by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination
of the offering of the Offered Debt Securities shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein, in a Prospectus
Supplement or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, A COPY OF ANY OR ALL OF
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (NOT INCLUDING EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE IN
SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: ALAN H. LUND, SENIOR VICE
PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER, INTERNATIONAL LEASE FINANCE
CORPORATION, 1999 AVENUE OF THE STARS, 39TH FLOOR, LOS ANGELES, CALIFORNIA
90067 (TELEPHONE: (310) 788-1999).
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<PAGE>
THE COMPANY
The Company is primarily engaged in the acquisition of new and used
commercial jet aircraft and the leasing and sale of such aircraft to domestic
and foreign airlines. The Company, in terms of the number and value of
transactions concluded, is a major owner-lessor of commercial jet aircraft.
Since its formation in 1973, the Company has engaged in over 650 transactions
involving the lease or sale of commercial aircraft to more than 120 airlines.
In addition, the Company is engaged in the remarketing of commercial jets
principally for airlines and financial institutions. At December 31, 1993, the
Company had committed to purchase 227 aircraft deliverable through 1999 at an
estimated aggregate purchase price of $12.9 billion. It also had options to
purchase an additional 58 aircraft deliverable through 1999 at an estimated
aggregate purchase price of $3.4 billion.
The Company is a wholly owned subsidiary of American International Group,
Inc. ("AIG").
The Company is incorporated in the State of California and its principal
executive offices are located at 1999 Avenue of the Stars, 39th Floor, Los
Angeles, California 90067, with a telephone and telecopier number of (310)
788-1999 and (310) 788-1990, respectively.
AMERICAN INTERNATIONAL GROUP, INC.
AIG is a holding company which through its subsidiaries is primarily engaged
in a broad range of insurance and insurance-related activities in the United
States and abroad. AIG's primary activities include both general and life
insurance operations. The principal insurance company subsidiaries are
American Home Assurance Company, National Union Fire Insurance Company of
Pittsburgh, Pa., New Hampshire Insurance Company, Lexington Insurance Company,
American International Underwriters Overseas, Ltd., American Life Insurance
Company, American International Assurance Company, Limited, The Philippine
American Life Insurance Company, American International Reinsurance Company,
Ltd. and United Guaranty Residential Insurance Company. Other significant
activities are financial services and insurance agency and service fee
operations. The Common Stock of AIG is listed on, among others, the New York
Stock Exchange.
THE DEBT SECURITIES WILL NOT BE OBLIGATIONS OF, OR GUARANTEED BY, AIG.
USE OF PROCEEDS
Unless otherwise stated in the accompanying Prospectus Supplement, proceeds
to be received from the sale of the Debt Securities offered hereby will be
used, together with internally generated funds, for general corporate
purposes, including the acquisition of aircraft. Pending ultimate application,
the proceeds from the sale of the Debt Securities will be invested in
marketable securities.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be unsecured obligations issued under an indenture
dated as of November 1, 1991 (the "Indenture"), between the Company and
Continental Bank, National Association, as trustee (the "Trustee"). The
following summaries of certain provisions of the Debt Securities and the
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the Indenture (a
copy of which is filed as an exhibit to the Registration Statement), including
the definitions therein of certain terms and the provisions of certain terms
which are made part of the Indenture by reference to the Trust Indenture Act
of 1939, as amended. Capitalized terms used in the following summaries and not
otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
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<PAGE>
The particular terms of the Offered Debt Securities and the extent, if any,
to which such general provisions may apply to the Offered Debt Securities will
be described in the Prospectus Supplement relating to such Offered Debt
Securities.
GENERAL
The Debt Securities will rank equally with all other unsecured and
unsubordinated debt of the Company. The Indenture does not limit the amount of
debt which may be issued by the Company under the Indenture or otherwise. The
Debt Securities may be issued in one or more series with the same or various
maturities, at par or with an original issue discount. Federal income tax
consequences and other special considerations applicable to any Debt
Securities issued with an original issue discount will be described in the
Prospectus Supplement relating thereto.
Reference is made to the accompanying Prospectus Supplement for the
following terms of the Offered Debt Securities: (i) the title of the Offered
Debt Securities; (ii) any limit upon the aggregate principal amount of the
Offered Debt Securities; (iii) the Person to whom any interest on an Offered
Debt Security shall be payable if other than the Person in whose name that
Offered Debt Security (or one or more Predecessor Securities) is registered at
the close of business on the relevant Regular Record Date; (iv) the date or
dates on which the principal of the Offered Debt Securities is payable; (v)
the rate or rates (which may be fixed or variable), or the formula pursuant to
which such rate or rates will be determined, at which the Offered Debt
Securities will bear interest, if any, and the date or dates from which such
interest will accrue, the Interest Payment Dates on which such interest, if
any, will be payable and the Regular Record Dates for such Interest Payment
Dates; (vi) the place or places where the principal of (and premium, if any)
and interest, if any, on the Offered Debt Securities will be payable; (vii)
any mandatory or optional sinking fund or analogous provisions, the periods
during which and the price or prices at which the Offered Debt Securities may,
pursuant to such funds, provisions or otherwise, be redeemed at the option of
the Company or of any Holder thereof and the other terms and provisions
thereof; (viii) the currency or currencies in which the Offered Debt
Securities are payable; (ix) if applicable, the manner of determining the
amount of principal of or premium or interest on the Offered Debt Securities
if such amount is determined with reference to an index; (x) the principal
amount of the Offered Debt Securities which will be payable upon declaration
of acceleration of the Maturity thereof; (xi) whether the Offered Debt
Securities which will be issued in whole or in part in the form of one or more
Global Securities; (xii) any additional Events of Default provided with
respect to the Offered Debt Securities; and (xiii) any other terms of the
Offered Debt Securities.
DENOMINATION AND EXCHANGE
Unless otherwise indicated in the accompanying Prospectus Supplement for a
particular issue, the Debt Securities will be issued in fully registered form
in denominations of $1,000 and integral multiples thereof and may be issued in
whole or in part in the form of one or more Global Securities. See "Global
Securities" below. Unless otherwise indicated in the accompanying Prospectus
Supplement for a particular issue, principal, premium, if any, and interest,
if any, is to be payable to registered Holders of the Debt Securities at the
office of the Trustee maintained for that purpose in the Borough of Manhattan,
City and State of New York, or at any paying agency maintained at the time by
the Company for such purpose. At the option of the Company, payment of
interest to registered Holders of the Debt Securities may be made by check
mailed to the address of the person entitled thereto as it appears on the
register for the Debt Securities. Unless otherwise indicated in the
accompanying Prospectus Supplement for a particular issue, certificated Debt
Securities may be presented for registration of transfer or exchange at such
office of the Trustee in New York, New York, or at such other location or
locations as may be established pursuant to the Indenture without any service
charge but subject to the limitations provided in the Indenture.
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<PAGE>
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Liens. The Company will not, and will not permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for
borrowed money secured by any mortgage, pledge, lien or other encumbrance of
any nature (herein collectively referred to as a "mortgage" or "mortgages")
upon any property of the Company or any Restricted Subsidiary, or on any
shares of stock of any Restricted Subsidiary, without in any such case
effectively providing that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of the Company or such Restricted
Subsidiary ranking equally with the Debt Securities) shall be secured equally
and ratably with such indebtedness for borrowed money, except that the
foregoing restrictions shall not apply to: (a) mortgages existing on November
1, 1991; (b) certain mortgages securing all or a part of the purchase price of
property (other than property acquired for lease to a Person other than the
Company or a Restricted Subsidiary); (c) mortgages on the property of a
Restricted Subsidiary existing at the time it became a Restricted Subsidiary;
(d) mortgages securing indebtedness for borrowed money of a Restricted
Subsidiary owing to the Company or another Restricted Subsidiary; (e)
mortgages on property of a corporation existing at the time such corporation
is merged into or consolidated with the Company or a Restricted Subsidiary or
at the time the Company or a Restricted Subsidiary purchases, leases or
otherwise acquires the properties of such other corporation as an entirety or
substantially as an entirety; (f) the replacement of any of the foregoing,
provided that the principal amount of the indebtedness for borrowed money
secured by the mortgage shall not be increased and the principal repayment
schedule and maturity of such indebtedness shall not be extended and the
mortgage shall be limited to the property or part thereof which secured the
mortgage so replaced or property substituted therefor as a result of the
destruction, condemnation or damage of such property; (g) liens in connection
with certain legal proceedings; (h) liens for certain taxes or assessments,
landlord's liens and charges incidental to the conduct of the business, or the
ownership of the property and assets, of the Company or a Restricted
Subsidiary, which are not incurred in connection with the borrowing of money
and which do not, in the opinion of the Company, materially impair the use of
such property in the operation of the business of the Company or a Restricted
Subsidiary or the value of such property for the purpose of such business; and
(i) mortgages which would otherwise be subject to the foregoing restrictions
which, when the indebtedness for borrowed money relating to those mortgages is
added to all other then outstanding indebtedness for borrowed money of the
Company and the Restricted Subsidiaries secured by mortgages and not listed in
clauses (a) through (h) above, does not exceed 12.5% of the Consolidated Net
Tangible Assets of the Company.
Restrictions as to Dividends and Certain Other Payments. No dividend shall
be paid or declared nor shall any distributions be made on any capital stock
of the Company (except in shares of, or warrants or rights to subscribe for or
purchase shares of, capital stock of the Company), nor shall any payment be
made by the Company or any Restricted Subsidiary to acquire or retire shares
of such stock, at a time when an Event of Default has occurred and is
continuing under the Indenture constituting a (i) default in the payment of
interest on the Debt Securities of that series when due, continued for 30
days; (ii) default in the payment of the principal and premium, if any, on the
Debt Securities of that series when due either at maturity, upon redemption,
by declaration or otherwise; or (iii) default in the deposit of any sinking
fund payment with respect to Debt Securities of that series when and as due.
Restrictions on Investments in Non-Restricted Subsidiaries. The Company will
not, nor will it permit any Restricted Subsidiary to, make any investment in,
or transfer any assets to, a Non-Restricted Subsidiary if immediately
thereafter the Company would be in breach of or in default in the performance
of any covenant or warranty of the Company contained in the Indenture.
Limited Covenants in the Event of a Highly Leveraged Transaction. Other than
the covenants of the Company included in the Indenture as described above and
as described under "Description of Debt Securities--Merger and Sale of
Assets", there are no covenants or provisions in the
5
<PAGE>
Indenture that may afford Holders protection in the event of a highly
leveraged transaction, leveraged buyout, reorganization, restructuring, merger
or similar transaction involving the Company.
CERTAIN DEFINITIONS
Set forth below are certain significant terms which are defined in the
Indenture:
"Consolidated Net Tangible Assets" means the total amount of assets (less
depreciation and valuation reserves and other reserves and items deductible
from gross book value of specific asset accounts under generally accepted
accounting principles) which under generally accepted accounting principles
would be included on a balance sheet of the Company and its Restricted
Subsidiaries, after deducting therefrom (a) all liability items except
indebtedness (whether incurred, assumed or guaranteed) for borrowed money
maturing by its terms more than one year from the date of creation thereof or
which is extendible or renewable at the sole option of the obligor in such
manner that it may become payable more than one year from the date of creation
thereof, shareholder's equity and reserves for deferred income taxes, (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other like intangibles, which in each case would be so included on
such balance sheet, and (c) amounts invested in, or equity in the net assets
of, Non-Restricted Subsidiaries.
"Restricted Subsidiaries" means all Subsidiaries other than Non-Restricted
Subsidiaries. "Non-Restricted Subsidiaries" means (a) any Subsidiary so
designated by the Board of Directors of the Company in accordance with the
Indenture, and (b) any other Subsidiary of which the majority of the voting
stock is owned directly or indirectly by one or more Non-Restricted
Subsidiaries, if such other Subsidiary is a corporation, or in which the Non-
Restricted Subsidiary is a general partner, if such other Subsidiary is a
limited partnership. Pursuant to specified conditions in the Indenture, the
Company's Board of Directors may change the designations of Restricted
Subsidiaries and Non-Restricted Subsidiaries.
"Subsidiary" means any corporation, partnership, or trust more than 50% of
the Voting Stock of which is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.
AMENDMENT, SUPPLEMENT AND WAIVER
The Indenture may be amended or supplemented with the consent of the Holders
of not less than a majority in principal amount of the Debt Securities at the
time outstanding of each series affected by such amendment or supplement, and
any past default and its consequences may be waived with the consent of the
Holders of a majority in principal amount of the Debt Securities at the time
outstanding of each series affected by such default; provided that, without
the consent of the Holders of all of the Debt Securities affected thereby, no
such amendment, supplement or waiver may change the Stated Maturity of the
principal of, or any installment of principal of or interest on, any Debt
Security, or reduce the principal amount thereof or the rate of interest
thereon or any premium payable upon the redemption thereof, or change the
stated maturity of any Debt Security (or reduce the amount payable upon a
declaration of acceleration of the Debt Security), or change the time for
payment of any interest on any Debt Securities, or make any Debt Security
payable in money other than that stated in the Debt Security, or reduce the
aforesaid percentage of principal amount of Debt Securities whose Holders must
consent to an amendment, supplement or waiver. Without the consent of any
Holder of Debt Securities, the Company may amend or supplement the Indenture
to, among other things, evidence succession of another corporation to the
Company, to add covenants or additional Events of Default for the benefit of
the Holders of all or any series of Debt Securities, to cure any ambiguity,
correct any provision of the Indenture inconsistent with other provisions
thereof or make any other provision which does not adversely affect the
interests of the Holders of Debt Securities in any material respect, or to
change or eliminate any provision of the Indenture if such change or
elimination is effective only when there are no Debt Securities outstanding
which were issued prior to such change or elimination and entitled to the
benefit of such provision.
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<PAGE>
EVENTS OF DEFAULT
The Indenture defines an Event of Default as being any one of the following
events: (a) default in the payment of any interest on the Debt Securities of
that series when due, continued for 30 days; (b) default in the payment of the
principal and premium, if any, on the Debt Securities of that series when due
either at maturity, upon redemption, by declaration or otherwise; (c) default
in the deposit of any sinking fund payment of the Debt Securities of that
series when and as due; (d) default in the performance of any other of the
Company's covenants in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Debt Securities other than
that series) continued for 60 days after written notice; (e) default under any
mortgage, indenture (including the Indenture) or instrument under which is
issued or which secures or evidences indebtedness for borrowed money of the
Company or any Restricted Subsidiary which default constitutes a failure to
pay principal of such indebtedness in an amount exceeding $20,000,000 when due
and payable (other than as a result of acceleration) or results in
indebtedness for borrowed money in the aggregate of $20,000,000 or more
becoming or being declared due and payable before it would otherwise become
due and payable, and such acceleration is not rescinded or annulled, or such
indebtedness for borrowed money is not discharged, within 30 days after
written notice to the Company by the Trustee, or to the Company and the
Trustee by the Holders of at least 25% in principal amount of the Debt
Securities of that series at the time outstanding; (f) certain events in
bankruptcy, insolvency or reorganization; and (g) any other events of default
provided with respect to the Offered Debt Securities. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Debt Securities of each series affected thereby may
declare the Debt Securities of that series to be due and payable immediately,
but under certain conditions such acceleration may be rescinded by the Holders
of a majority in principal amount of the Debt Securities of each series
affected thereby.
No Holder of any Debt Security of a series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such Holder previously shall have given to the Trustee written notice
of an Event of Default and unless also the holders of not less than 25% in
principal amount of the outstanding Debt Securities of that series shall have
made written request upon the Trustee, and have offered indemnity satisfactory
to the Trustee to institute such proceeding as Trustee, and the Trustee for 60
days shall have failed to institute such proceeding. However, the right of any
Holder of any Debt Security to institute suit for enforcement of any payment
of principal of, and premium, if any, and interest on, such Debt Security on
or after the due date expressed in such Debt Security, may not be impaired or
affected without such Holder's consent.
The Holders of a majority in principal amount of Debt Securities of any
series at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to Debt
Securities of that series. However, the Trustee may refuse to follow any such
direction that conflicts with any rule of law or the Indenture. Before
proceeding to exercise any right or power under the Indenture at the direction
of such Holders, the Trustee shall be entitled to receive from such Holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with any such direction. The
Trustee may withhold from Holders of Debt Securities notice of any continuing
default (except a default in payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interests.
The Company will be required to furnish to the Trustee within 120 days after
the end of each fiscal year, a statement as to whether any default under the
Indenture occurred during the fiscal year.
DEFEASANCE AND COVENANT DEFEASANCE
Unless otherwise indicated in the accompanying Prospectus Supplement, the
Company may discharge (a "defeasance") its obligations with respect to the
outstanding Debt Securities of such
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series (other than certain obligations to the Trustee and the Company's
obligations with respect to the registration, transfer and exchange of
certificated Debt Securities, mutilated, destroyed, lost and stolen certificated
Debt Securities, the maintenance of an office or agency in the Place of Payment
and the treatment of funds held by Paying Agents), or may be released from the
restrictions described under "Certain Covenants of the Company" above and any
other provisions identified in the accompanying Prospectus Supplement ("covenant
defeasance") if, among other things, (i) the Company has irrevocably deposited
or caused to be deposited with the Trustee (or other satisfactory trustee), as
trust funds for the payment of such Debt Securities, money, U.S. Government
Obligations (as defined below) which through the scheduled payment of principal
and interest will provide money, or a combination thereof, in an amount
sufficient, without reinvestment, to pay and discharge at maturity or redemption
the entire amount of principal of (and premium, if any) and interest on such
Debt Securities; (ii) no Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to such Debt
Securities shall have occurred or be continuing on the date of such deposit and,
for certain purposes, at any time during the period ending on the 123rd day
after the date of deposit, or any longer preference period; (iii) such
defeasance or covenant defeasance shall not cause the Trustee to have a
conflicting interest as referred to in the Indenture; and (iv) such defeasance
or covenant defeasance will not result in a breach or violation of the Indenture
or other material agreements or instruments of the Company or cause the Debt
Securities, if listed on a national securities exchange, to be delisted.
In addition, in the case of defeasance, the Company is required to deliver
to the Trustee an opinion of counsel stating that (i) the Company has received
from, or there has been published by, the Internal Revenue Service a ruling,
or (ii) since the date of the Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that the
Holders of the outstanding Debt Securities of the series to be defeased will
not recognize income, gain or loss for Federal income tax purposes as a result
of such defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance had not occurred. In the case of a covenant defeasance, the
Company is required to deliver to the Trustee an opinion of counsel to the
effect that the Holders of the outstanding Debt Securities of the series for
which covenant defeasance is proposed will not recognize income, gain or loss
for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if the covenant defeasance
had not occurred.
"U.S. Government Obligations" is defined in the Indenture as securities that
are (i) direct obligations of the United States of America for the payment of
which its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank (as
defined in Section 3(a)(2) of the Securities Act) as custodian with respect to
any such U.S. Government Obligation or a specific payment of principal of or
interest on any such U.S. Government Obligation held by such custodian for the
account of the holder of such depository receipt.
MERGER AND SALE OF ASSETS
The Company may consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to
any Person, and another Person may consolidate with and merge into the Company
or convey, transfer or lease its properties and assets substantially as an
entirety to the Company only if (i) the Person formed by such consolidation or
surviving such merger or to which such assets or properties are conveyed,
transferred or leased is a corporation, partnership or trust organized and
validly existing under the laws of the United States,
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<PAGE>
any State or the District of Columbia and such Person expressly assumes the
Company's obligations under the Indenture; (ii) immediately after giving
effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, has
happened and is continuing; and (iii) if property or assets of the Company
have become subject to a mortgage, pledge, lien, security interest or other
encumbrance not permitted by the Indenture, the Company and such Person have
taken appropriate steps to secure any of the Debt Securities equally and
ratably with the securities secured thereby.
Upon such consolidation, merger or conveyance, transfer or lease, the
successor Person shall be substituted for the Company under the Indenture and,
except in the case of such a lease, the Company shall be relieved of all
obligations under the Indenture.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered Global Securities that will be deposited with a depositary
(the "Depositary"), or with a nominee for a Depositary, identified in the
Prospectus Supplement relating to such series. In such case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive registered form, a Global Security may not be
transferred except as a whole by the Depositary for such Global Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of Persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or Persons that may hold interests through
participants. Ownership of beneficial interests in such Global Security will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security (with respect to
interests of participants) or by participants or Persons that hold through
participants (with respect to interests of Persons other than participants).
So long as the Depositary for a Global Security, or its nominees, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a
Global Security will not be entitled to have the Debt Securities represented
by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of such Debt Securities in definitive
form and will not be considered the owners or Holders thereof under the
Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Global Security registered in the name of a Depositary or its
nominee will be made to such Depositary or its nominee, as the case may be, as
the registered owner of such Global Security. None of the
9
<PAGE>
Company, the Trustee or any paying agent for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium or
interest, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants to owners
of beneficial interest in such Global Security held through such participants
will be governed by standing instructions and customary practices, as is now
the case with the securities held for the accounts of customers registered in
"street names" and will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within 90 days, the Company will
issue such Debt Securities in definitive form in exchange for such Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by
one or more Global Securities and, in such event, will issue Debt Securities
of such series in definitive form in exchange for all of the Global Security
or Securities representing such Debt Securities.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such laws may impair
the ability to transfer beneficial interests in Debt Securities represented by
Global Securities.
THE TRUSTEE
The Trustee has been and from time to time is an unsecured lender to the
Company. The Company may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways: (i) through
underwriters or dealers; (ii) directly to purchasers or to a single purchaser;
or (iii) through agents. The accompanying Prospectus Supplement with respect
to the Offered Debt Securities sets forth the terms of the offering of the
Offered Debt Securities, including the name or names of any underwriters or
agents, the purchase price of the Offered Debt Securities and the proceeds to
the Company from such sale, any underwriting discounts, agents' commissions
and other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the Offered Debt Securities
may be listed.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Debt Securities may be offered to the public through underwriting syndicates
which may be represented by managing underwriters. Such firms may from time to
time purchase and sell Debt Securities in the secondary market, but they are
not obligated to do so. No assurance can be given that there will be a
secondary market for the Debt Securities. Unless otherwise set forth in the
accompanying Prospectus Supplement, the obligations of the underwriters to
purchase the Offered Debt Securities will be subject to certain conditions
precedent and the underwriters will be
10
<PAGE>
obligated to purchase all the Offered Debt Securities if any are purchased.
Any initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the accompanying Prospectus
Supplement. Unless otherwise indicated in the accompanying Prospectus
Supplement, any such agent will be acting on a best efforts basis for the
period of its appointment. Any such agent may be deemed to be an underwriter
as that term is defined in the Securities Act.
If so indicated in the accompanying Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by certain
specified institutions to purchase Offered Debt Securities from the Company at
the public offering price set forth in the accompanying Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the accompanying Prospectus Supplement and the
accompanying Prospectus Supplement will set forth the commission payable for
solicitation of such contracts.
Agents and underwriters may be entitled under agreements to be entered into
with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may be customers
of, engage in transactions with, or perform services for the Company in the
ordinary course of business.
EXPERTS
The consolidated financial statements of International Lease Finance
Corporation and subsidiaries appearing in International Lease Finance
Corporation's Annual Report (Form 10-K) for the year ended December 31, 1993,
have been audited by Ernst & Young, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the Debt Securities offered hereby is being
passed upon for the Company by O'Melveny & Myers. Milbank, Tweed, Hadley &
McCloy, Los Angeles, California will pass upon certain legal matters for the
underwriters or agents.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDER-
WRITER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS DO NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
Page
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<S> <C>
Description of Medium-Term Notes, Series G................................. S-2
Plan of Distribution....................................................... S-9
PROSPECTUS
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 3
American International Group, Inc.......................................... 3
Use of Proceeds............................................................ 3
Description of Debt Securities............................................. 3
Plan of Distribution....................................................... 10
Experts.................................................................... 11
Legal Matters.............................................................. 11
</TABLE>
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$500,000,000
[LOGO OF INTERNATIONAL LEASE
FINANCE CORPORATION]
MEDIUM-TERM NOTES, SERIES G
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PROSPECTUS SUPPLEMENT
May 17, 1994
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LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
Incorporated
SALOMON BROTHERS INC
GOLDMAN, SACHS & CO.
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