<PAGE>
FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION NO. 33-52763
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 16, 1994)
$100,000,000
[LOGO OF INTERNATIONAL LEASE FINANCE CORPORATION]
7% NOTES DUE 2000
The Notes will mature on May 15, 2000. Interest on the Notes is payable semi-
annually on May 15 and November 15 beginning November 15, 1995. The Notes may
not be redeemed prior to maturity and will not be subject to any sinking fund.
The Notes will be unsecured obligations of the Company.
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 OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC (1) DISCOUNT COMPANY (1) (2)
<S> <C> <C> <C>
Per Note.............................. 99.585% .250% 99.335%
Total................................. $99,585,000 $250,000 $99,335,000
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from May 11, 1995.
(2) Before deducting expenses payable by the Company estimated to be $100,000.
The Notes are offered subject to receipt and acceptance by the Underwriter, to
prior sale and to the Underwriter's right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Notes will be made at the office of Salomon
Brothers Inc, Seven World Trade Center, New York, New York or through the
facilities of The Depository Trust Company, on or about May 11, 1995.
- -------------------------------------------------------------------------------
SALOMON BROTHERS INC
--------------------------------------------------------------------
The date of this Prospectus Supplement is May 4, 1995.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
----------------
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby are estimated to
be $99,235,000. The Company intends to use the net proceeds to repay maturing
commercial paper. At May 4, 1995, the Company had approximately $2,449,827,000
of commercial paper outstanding with a weighted average interest rate of
approximately 6.19%.
RECENT FINANCIAL RESULTS
For the three months ended March 31, 1995, the Company's revenues from the
rental of flight equipment increased 28.1%, from $218.9 million for the first
quarter of 1994 to $280.4 million for the first quarter of 1995. This increase
was attributable to the acquisition of additional new aircraft as the fleet of
flight equipment on operating lease increased from 245 at March 31, 1994 to 277
at March 31, 1995.
Net income for the three months ended March 31, 1995 was $41.7 million
compared to $43.7 million for the corresponding period in 1994. This decrease
resulted in large part from an increase in interest expense from $78.8 million
in 1994 to $117.3 million in 1995 (primarily as a result of an increase in
gross debt outstanding at quarter end from $7.6 billion for 1994 to $8.4
billion for 1995 to finance aircraft acquisitions and an increase in the
Company's composite borrowing rate) and an increase in depreciation of flight
equipment from $71.9 million in 1994 to $98.3 million in 1995.
On a relative basis, interest expense increased more than revenues from
rentals of flight equipment in the first quarter of 1995. Since aircraft lease
negotiations generally occur in advance of the delivery of the aircraft,
interest rate movements subsequent to the negotiation of the lease rate and
prior to the financing of the subject aircraft will have a positive impact on
the results of operations in a falling interest rate environment and a negative
impact in a rising interest rate environment. The current higher level of
interest rates has had a negative impact on the Company's results of
operations. Depending upon the future movement of interest rates and the blend
of fixed versus floating rate debt, the interest expense relative to revenues
from rentals of flight equipment may be positively or negatively impacted.
DESCRIPTION OF NOTES
The information herein concerning the Notes should be read in conjunction
with the statements under "Description of Debt Securities" in the accompanying
Prospectus, to which description reference is hereby made. The Notes offered
hereby are to be issued under an Indenture, dated as of November 1, 1991 (the
"Indenture"), between the Company and Bank of America Illinois (formerly
Continental Bank, National Association), as Trustee (the "Trustee").
The Notes will mature on May 15, 2000 and will bear interest at the rate of
7% per annum from May 11, 1995. Interest on the Notes will be payable semi-
annually on each May 15 and November 15, commencing November 15, 1995, to the
persons in whose names the Notes are registered at the close of business on the
preceding May 1 and November 1, respectively; provided, however, that interest
payable on May 15, 2000 will be payable to the persons to whom the principal of
such Notes shall be payable. Interest on the Notes will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
The Notes will not be redeemable prior to maturity and will not be subject to
any sinking fund.
S-2
<PAGE>
Principal and interest will be payable, and the Notes will be transferable,
at the office of the Trustee in Chicago, Illinois, which on the date hereof is
located at 231 South LaSalle Street, Chicago, Illinois, and at an 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 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 the address of the person entitled thereto as shown on the
Security Register (as defined in the Indenture).
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to Salomon Brothers Inc (the "Underwriter"), and
the Underwriter has agreed to purchase from the Company, the Notes. The
Underwriter has agreed to purchase all the Notes offered hereby if any such
Notes are purchased.
The Company has been advised by the Underwriter that it proposes initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession not in excess of .200% of the principal amount of the Notes.
The Underwriter may allow and such dealers may reallow a concession not in
excess of .125% of such principal amount of the Notes to certain other dealers.
After the initial offering to the public, the public offering price and such
concessions may be changed.
The Company has been advised by the Underwriter that the Underwriter intends
to make a market in the Notes, but that it is not obligated to do so and may
discontinue such market making at any time without notice. The Company
currently has no intention to list the Notes on any securities exchange, and
there can be no assurance given as to the liquidity of the trading market for
the Notes.
The Underwriting Agreement provides that the Company will indemnify the
Underwriter against certain civil liabilities, including liabilities under the
Securities Act of 1933, or contribute to payments which the Underwriter may be
required to make in respect thereof.
The Underwriter may engage in transactions with, or perform services for, the
Company in the ordinary course of business.
S-3
<PAGE>
PROSPECTUS
[LOGO OF 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).
2
<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.
3
<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.
4
<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
6
<PAGE>
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.
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.
7
<PAGE>
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 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.
8
<PAGE>
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, 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
9
<PAGE>
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 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.
10
<PAGE>
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 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.
11
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION, OR TOMAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THEPROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED
IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RE LIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER AND
THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS ARE NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................................ S-2
Recent Financial Results................................................... S-2
Description of Notes....................................................... S-2
Underwriting............................................................... S-3
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>
$100,000,000
INTERNATIONAL LEASE FINANCE CORPORATION
7% NOTES DUE 2000
[LOGO OF ILFC]
- --------------------------------------
SALOMON BROTHERS INC
------------------------------------------------
PROSPECTUS SUPPLEMENT
DATED MAY 4, 1995
