SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11350 22-3059110
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 788-1999
(Former name or former address, if changed since last report.)
Not applicable.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Letter Agreement dated May 12,
1995, amending the Distribution
Agreement, dated May 17, 1994,
as amended October 12, 1994,
among the Registrant, Lehman
Brothers Inc., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc
and Goldman, Sachs & Co.
4.1 Officers' Certificate (without exhibits), dated
May 12, 1995, establishing the terms of the
Registrant's Medium-Term Notes, Series G (the
"Notes").
5.1 Opinion of O'Melveny & Myers regarding the
legality of the Notes.
23.1 Consent of O'Melveny & Myers (included in
Exhibit 5.1 hereto).
<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
/s/ ALAN H. LUND
----------------------------------------
By: Alan H. Lund
Executive Vice President,
Co-Chief Operating Officer, and
Chief Financial Officer
DATED: May 12, 1995
May 12, 1995
New York, New York
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, New York 10281-1301
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
Seven World Trade Center
32nd Floor
New York, New York 10048
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
International Lease Finance Corporation, a California
corporation (the "Company"), has entered into a Distribution
Agreement, dated May 17, 1994, as amended October 12, 1994
(the "Distribution Agreement"), with you with respect to the
issuance and sale by the Company of up to an aggregate principal
amount of $1,000,000,000 of Medium-Term Notes, Series G (the "Notes"),
due nine months or more from the date of issue. The
Company proposes to increase the aggregate principal amount of the
Notes that can be issued to $1,250,000,000. The Company desires to
amend the Distribution Agreement to provide that it shall apply to
the additional aggregate principal amount of the Notes to be issued.
Accordingly, this will confirm the Company's agreement
with you that Schedule I to the Distribution Agreement is hereby
amended and restated as provided in Schedule I attached hereto. All
references to the Notes in the Distribution Agreement shall
hereinafter refer to the $1,250,000,000 aggregate principal
amount of the Notes.
Except as provided in the preceding paragraph, the
terms and conditions of the Distribution Agreement shall remain
in full force and effect.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among you and the
Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE
CORPORATION
By: /s/ Alan H. Lund
----------------------------
Name: Alan H. Lund
Title: Executive Vice President,
Co-Chief Operating Officer
and Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
LEHMAN BROTHERS INC. MORGAN STANLEY & CO. INCORPORATED
By: /s/ SM Wigdortz By: /s/ Laurie Campbell
-------------------------- -------------------------------
Name: Name: Laurie Campbell
Title: Title: Vice President
MERRILL LYNCH, PIERCE, FENNER SALOMON BROTHERS INC
& SMITH INCORPORATED
By: /s/ Scott G. Primrose By: /s/ Pamela Kendall
-------------------------- ------------------------------
Name: Scott G. Primrose Name: Pamela Kendall
Title: Authorized Signatory Title: Vice President
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
--------------------------
Name:
Title:
<PAGE>
SCHEDULE I
Registration Statement No. 33-52763
Amount of the Notes: $1,250,000,000
Amount of the Securities: $2,449,080,000
The Company agrees to pay Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and Goldman, Sachs & Co. (individually, an "Agent")
a commission equal to the following percentage of the principal amount of
each Note sold by such Agent:
Term Commission Rate
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
More than 30 years *
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* As agreed upon between the Company and the Agent at time of
sale.
<PAGE>
Address for Notice to Agents:
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Attention: Medium-Term Note Department, Ninth Floor
Telecopy number: (212) 528-7035
Telephone number: (212) 640-8400
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, New York 10281-1301
Attention: MTN Product Management
Telecopy number: (212) 449-2234
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Attention: Investment Banking Information Center
(telecopy number: (212) 703-6476)
with a copy to:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Attention: Managing Director, Continuously Offered Products
(telecopy number: (212) 764-7490)
Salomon Brothers Inc
Seven World Trade Center
32nd Floor
New York, New York 10048
Attention: Medium-Term Note Department
(telecopy number: (212) 783-2274)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Securities to be delivered by book-entry transfer.
CERTIFICATE OF EXECUTIVE VICE PRESIDENT, CO-CHIEF OPERATING OFFICER
AND CHIEF FINANCIAL OFFICER AND VICE PRESIDENT,
TREASURER AND ASSISTANT SECRETARY
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
The undersigned, ALAN H. LUND and PAMELA S. HENDRY, do
hereby certify that they are the duly appointed and acting Executive
Vice President, Co-Chief Operating Officer and Chief Financial Officer
and Vice President, Treasurer and Assistant Secretary, respectively,
of INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"). Each of the undersigned also hereby certifies, pursuant
to Sections 201, 301 and 303 of the Indenture, dated as of November 1,
1991 (the "Indenture"), between the Company and Bank of America
Illinois (formerly Continental Bank, National Association), as
Trustee, that:
A. There has been established pursuant to
resolutions duly adopted by the Board of Directors of the
Company (a copy of such resolutions being attached hereto as
Exhibit B) and by a Special Committee of the Board of
Directors of the Company (a copy of such resolutions being
attached hereto as Exhibit C) a series of Securities (as
that term is defined in the Indenture) to be issued under
the Indenture, with the following terms:
1. The title of the Securities of the series is
"Medium-Term Notes, Series G" (the "Medium-Term
Notes").
2. The limit upon the aggregate principal amount
of the Medium-Term Notes which may be authenticated and
delivered under the Indenture (except for Medium-Term
Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of other
Medium-Term Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Indenture) is $1,250,000,000.
3. The date on which the principal of each of
the Medium-Term Notes is payable shall be any Business
Day (as defined in the forms of Global Fixed Rate Note
and Global Floating Rate Note attached hereto as
Exhibit A and incorporated herein by reference) nine
months or more from the date of issuance as determined
from time to time by any one of Leslie L. Gonda, Steven
F. Udvar-Hazy, Alan H. Lund, Pamela S. Hendry or
Bradley Winograd (each a "Designated Person").
4. The rate at which each of the Medium-Term
Notes shall bear interest shall be established by any
one Designated Person, and may be either a fixed
interest rate (which may be zero) (hereinafter, a
"Fixed Rate Note") or may vary from time to time in
accordance with one of the interest rate formulas more
fully described in Exhibit A hereto (hereinafter, a
"Floating Rate Note") or otherwise as specified by a
Designated Person.
5. Unless otherwise specified by a Designated
Person, the date from which interest shall accrue for
each Medium-Term Note shall be the respective date of
issuance of each of the Medium-Term Notes.
6. The interest payment dates on which interest
on the Medium-Term Notes shall be payable are, in the
case of Fixed Rate Notes, April 15 and October 15,
unless otherwise specified by any Designated Person,
and, in the case of Floating Rate Notes, such dates as
specified by any Designated Person. The initial
interest payment on each outstanding Medium-Term Note
shall be made on the first interest payment date
falling at least 15 days after the date the Medium-Term
Note is issued, unless otherwise specified by any
Designated Person.
7. The regular record dates for the interest
payable on any Fixed Rate Note on any interest payment
date shall be April 1 and October 1, unless otherwise
specified by any Designated Person, and the regular
record dates for the interest payable on any Floating
Rate Note on any interest payment date shall be on the
day 15 calendar days prior to any such interest payment
date, unless otherwise specified by any Designated
Person.
8. Interest on the Fixed Rate Notes shall be
computed on the basis of a 360-day year of twelve (12)
30-day months. Interest on the Floating Rate Notes
shall be computed on the basis set forth in Exhibit A
hereto.
9. The place or places where the principal (and
premium, if any) and interest on Medium-Term Notes
shall be payable is at the office of the Trustee, 231
South La Salle, Chicago, Illinois, and at the agency of
the Trustee maintained for that purpose at the office
of Mellon Securities Trust Co., 120 Broadway, New York,
New York, provided that payment of interest, other
than at Stated Maturity (as defined in the Indenture)
or upon redemption or repurchase, may be made at the
option of the Company by check mailed to the address
of the person entitled thereto as such address shall
appear in the Security Register (as defined in the
Indenture) and provided further that (i) the
Depositary (as designated below), as holder of
Global Securities (as defined in the Indenture), shall
be entitled to receive payments of interest by wire
transfer of immediately available funds, and (ii) a
Holder of $10,000,000 or more in aggregate principal
amount of certificated Medium-Term Notes, having
identical Interest Payment Dates, shall be entitled to
receive payments of interest, other than interest due
at Stated Maturity or upon redemption, by wire transfer
in 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 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.
10. The date, if any, on which each Medium-Term
Note may be redeemed at the option of the Company shall
be established by any Designated Person.
11. The terms under which any of the Medium-Term
Notes shall be repaid at the option of the Holder shall
be as set forth in the forms of the Global Fixed Rate
Note and Global Floating Rate Note attached hereto and
the obligation of the Company, if any, to repay any of
the Medium-Term Notes at the option of a Holder shall
be established by any Designated Person.
12. The Medium-Term Notes shall be issued in
fully registered form in denominations of $1,000 or any
amount in excess thereof which is an integral multiple
of $1,000.
13. The principal amount of the Medium-Term Notes
shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 502 of the
Indenture.
14. The Medium-Term Notes shall be issued as
Global Securities under the Indenture, unless otherwise
specified by any Designated Person, and The Depository
Trust Company is designated the Depositary under the
Indenture for the Medium-Term Notes.
15. The terms of the Medium-Term Notes include
the provisions set forth in Exhibit A hereto.
16. If specified by a Designated Person, Medium-
Term Notes may be issued as Amortizing Notes, Original
Issue Discount Notes or Indexed Notes, each as
described in the Prospectus Supplement dated May 12, 1995
to Prospectus dated May 12, 1995 relating to
the Medium-Term Notes, including any subsequent
amendments or supplements thereto.
B. The forms of the Global Fixed Rate Notes and
the Global Floating Rate Notes are attached hereto as
Exhibit A.
C. The Trustee is appointed as Paying Agent and
Merrill Lynch, Pierce, Fenner & Smith Incorporated is
appointed as Calculation Agent.
D. The foregoing form and terms of the Medium-
Term Notes have been established in conformity with the
provisions of the Indenture.
E. The undersigned have read the provisions of
Sections 301 and 303 of the Indenture and the definitions
relating thereto and the resolutions adopted by the Board of
Directors of the Company and delivered herewith. In the
opinion of each of the undersigned, he or she has made such
examination or investigation as is necessary to enable him
or her to express an informed opinion as to whether or not
all conditions precedent provided in the Indenture relating
to the establishment, authentication and delivery of a
series of Securities under the Indenture, designated as the
Medium-Term Notes in this Certificate, have been complied
with. In the opinion of the undersigned, all such
conditions precedent have been complied with.
F. The undersigned Assistant Secretary, by execution of
this Certificate, thereby certifies the actions taken by the
Special Committee of the Board of Directors of the Company
in determining and setting the specific terms of the Medium-
Term Notes, and hereby further certifies that attached
hereto as Exhibits A, B and C, respectively, are the form of
certificates representing the Global Fixed Rate Notes and
Global Floating Rate Notes as duly approved by the Special
Committee of the Board of Directors of the Company, a copy
of resolutions duly adopted by the Board of Directors of the
Company as of March 18, 1994 and a copy of resolutions duly
adopted by the Special Committee of the Board of Directors
as of May 12, 1995 pursuant to which the terms of the
Medium-Term Notes set forth above have been established.
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the 12th day of May, 1995.
/s/ Alan H. Lund
--------------------------
Alan H. Lund
Executive Vice President,
Co-Chief Operating Officer and
Chief Financial Officer
/s/ Pamela S. Hendry
__________________________
Pamela S. Hendry
Vice President, Treasurer and
Assistant Secretary
O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
May
12th
1 9 9 5
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Up to $1,250,000,000 Aggregate Principal
Amount of Medium-Term Notes, Series G of
International Lease Finance Corporation
(the "Notes")
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale from time to time of the Notes. The Notes
constitute a series of the Debt Securities registered on a
Registration Statement on Form S-3 (File No. 33-52763), as
amended (the "Registration Statement"), filed by International
Lease Finance Corporation (the "Company") under the Securities
Act of 1933, as amended. The Notes are being 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.
On the basis of our consideration of such questions of
law as we have deemed relevant in the circumstances, we are of
the opinion, subject to the assumptions and limitations set forth
herein, that the Notes have been duly authorized by all necessary
corporate action on the part of the Company and when the Notes
are executed and authenticated in accordance with the Indenture
and upon payment for and delivery of the Notes in accordance
with the terms of the Distribution Agreement dated as of
May 17, 1994, as amended as of October 12, 1994 and as of
May 5, 1995, among the Company and Lehman Brothers Inc.,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, Salomon
Brothers Inc and Goldman, Sachs & Co., will be legally
valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms,
except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally,
and except that the enforceability of the Notes is subject to the
effect of general principles of equity including, without
limitation, concepts of materiality, reasonableness, good faith
and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether
considered in a proceeding in equity or at law.
We have, with your approval, assumed that the
certificates for the Notes will conform to the forms thereof
examined by us, that the signatures on all documents examined by
us are genuine, that all items submitted as originals are
authentic, and that all items submitted as copies conform to the
originals, assumptions which we have not independently verified.
We consent to the incorporation by reference of
this opinion in the Company's Current Report on Form 8-K,
event date May 12, 1995 and to its incorporation by reference
into the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS
