<PAGE> 1
Filed Pursuant to
Rule 424(b)(2)
Registration No. 333-45101
Prospectus Supplement (To Prospectus Dated March 10, 1998)
[ILFC LOGO]
INTERNATIONAL LEASE FINANCE CORPORATION
$100,000,000
6.00% NOTES DUE 2002
International Lease Finance Corporation (the "Company") is offering $100,000,000
aggregate principal amount of 6.00% Notes due 2002 (the "Notes"). Interest on
the Notes is payable on May 15 and November 15 of each year, commencing November
15, 1998. The Notes will mature on May 15, 2002. The Notes may not be redeemed
prior to maturity and are not subject to any sinking fund. The Notes will be
unsecured obligations of the Company.
The Notes will be represented by one or more Global Securities registered in the
name of The Depository Trust Company's nominee. Beneficial interests in the
Global Securities will be shown on, and transfers thereof will be effected only
through, records maintained by The Depository Trust Company (with respect to
participants' interests) and its participants. Except as described herein, Notes
in definitive form will not be issued. See "Description of Debt
Securities -- Global Securities" in the accompanying Prospectus.
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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.
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
PER NOTE 99.560% .109% 99.451%
TOTAL $99,560,000 $109,000 $99,451,000
</TABLE>
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(1) Plus accrued interest, if any, from May 11, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "The Underwriters."
(3) Before deducting expenses payable by the Company, estimated at $100,000.
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The Notes are being offered by Chase Securities Inc. and UBS Securities LLC
(collectively, the "Underwriters"), subject to prior sale, when, as and if
issued by the Company and accepted by the Underwriters, and subject to certain
other conditions. The Underwriters reserve the right to withdraw, cancel or
modify such offers and to reject orders in whole or in part. It is expected that
delivery of the Notes will be made in book-entry form through the facilities of
The Depository Trust Company on or about May 11, 1998.
CHASE SECURITIES INC. UBS SECURITIES
The date of this Prospectus Supplement is May 6, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING
OVERALLOTMENT, STABILIZING TRANSACTIONS AND SYNDICATE SHORT COVERING
TRANSACTIONS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "THE UNDERWRITERS."
USE OF PROCEEDS
The net proceeds from the sale of the Notes offered hereby are estimated to
be $99,351,000. The Company intends to use the net proceeds to repay maturing
commercial paper. At May 6, 1998, the Company had approximately $3.0 billion of
commercial paper outstanding with a weighted average interest rate of
approximately 5.54%.
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 U.S. Bank Trust National Association
(successor to Continental Bank, National Association), as Trustee (the
"Trustee").
The Notes will mature on May 15, 2002 and will bear interest at the rate of
6.00% per annum from May 11, 1998. Interest on the Notes will be payable
semi-annually on each May 15 and November 15, commencing November 15, 1998, 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, 2002 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> 3
THE UNDERWRITERS
Under the terms and conditions contained in an Underwriting Agreement dated
the date hereof, Chase Securities Inc. and UBS Securities LLC (the
"Underwriters") have severally agreed to purchase, and the Company has agreed to
sell to them, the following principal amount of the Notes.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
---- ----------------
<S> <C>
Chase Securities Inc. ...................................... $ 75,000,000
UBS Securities LLC ......................................... 25,000,000
------------
Total............................................. $100,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by counsel and to certain other conditions.
The Underwriters are obligated to take and pay for all the Notes if any are
taken.
The Underwriters have advised the Company that they initially propose to
offer part of the Notes directly to the public at the public offering price set
forth on the cover page hereof and part to certain dealers at a price that
represents a concession not in excess of .100% of the principal amount of the
Notes. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of .075% principal amount of the Notes to certain other dealers.
After the initial offering of the Notes, the offering price and other selling
terms may from time to time be varied by the Underwriters.
In connection with the offering of the Notes, Chase Securities Inc., on
behalf of the Underwriters, may engage in overallotment, stabilizing
transactions and syndicate covering transactions in accordance with Regulation M
under the Securities Exchange Act of 1934, as amended. Overallotment involves
sales in excess of the offering size, which creates a short position for the
Underwriters. Stabilizing transactions involve bids to purchase the Notes in the
open market for the purpose of pegging, fixing or maintaining the price of the
Notes. Syndicate covering transactions involve purchases of the Notes in the
open market after the distribution has been completed in order to cover short
positions. Such stabilizing transactions and syndicate covering transactions may
cause the price of the Notes to be higher than it would otherwise be in the
absence of such transactions. Such activities, if commenced, may be discontinued
at any time.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they
presently intend to make a market in the Notes, as permitted by applicable laws
and regulations. The Underwriters are not obligated, however, to make a market
in the Notes and any such market making may be discontinued at any time at the
sole discretion of the Underwriters. Accordingly, no assurance can be given as
to the liquidity of, or trading markets for, the Notes.
From time to time, the Underwriters and their affiliates have provided, and
continue to provide, investment banking and general financing and banking
services to the Company and its affiliates.
S-3
<PAGE> 4
PROSPECTUS
[ILFC 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 $2,130,000,000, 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. Unless otherwise specified in the accompanying Prospectus
Supplement, the Debt Securities of each series will be issued in the form of one
or more Global Securities.
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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.
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THE DATE OF THIS PROSPECTUS IS MARCH 10, 1998
<PAGE> 5
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 Section 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, Suite 1300, 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 Section of the Commission, Room 1024,
at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a
Web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's Web site is http://www.sec.gov.
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 Section 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. In addition, the
Registration Statement may be examined by accessing the Commission's Web site at
http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K for the year ended December 31,
1997 and its Current Reports on Form 8-K, event dates January 5, 1998, January
12, 1998 and March 10, 1998 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, INCLUDING ANY
BENEFICIAL OWNER, 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, EXECUTIVE VICE PRESIDENT, CO-CHIEF OPERATING OFFICER AND CHIEF
FINANCIAL OFFICER, INTERNATIONAL LEASE FINANCE CORPORATION, 1999 AVENUE OF THE
STARS, 39TH FLOOR, LOS ANGELES, CALIFORNIA 90067 (TELEPHONE: (310) 788-1999).
2
<PAGE> 6
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. In
addition, the Company is engaged in the remarketing of commercial jet aircraft
for its own account, for airlines and for financial institutions. At December
31, 1997, the Company had committed to purchase 328 aircraft deliverable through
2006 at an estimated aggregate purchase price of $17.7 billion.
The Company is an indirect 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 and
financial services 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 and General Insurance Company, American International
Reinsurance Company, Ltd. and United Guaranty Residential Insurance Company. 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.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's ratio of earnings to fixed
charges for the periods shown.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------
1993 1994 1995 1996 1997
----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
1.70x 1.63x 1.48x 1.53x 1.63x
</TABLE>
The ratios of earnings to fixed charges were computed by dividing earnings
by fixed charges. For this purpose, "earnings" consist of income before income
taxes plus fixed charges (excluding capitalized interest), and "fixed charges"
consist of interest expense and capitalized interest.
3
<PAGE> 7
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 First
Trust National Association (successor to 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.
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 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 of each series will be issued in the form
of one or more Global Securities registered in the name of Cede & Co., as
nominee of the Depositary (as hereinafter defined). See "Global Securities"
below. Unless otherwise indicated in the accompanying Prospectus Supplement for
a particular issue of Debt Securities in the form of Global Securities,
principal, premium, if any, and interest, if any, is to be payable as described
under "Global Securities" below. Unless otherwise indicated in the accompanying
Prospectus Supplement for a particular issue of Debt Securities not in the form
of Global Securities but in the form of definitive
4
<PAGE> 8
certificates ("Certificated Securities"), principal, premium, if any, and
interest, if any, is to be payable to registered Holders of such Certificated
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 Certificated Securities
may be made by check mailed to the address of the person entitled thereto as it
appears on the register for such Certificated Securities. Unless otherwise
indicated in the accompanying Prospectus Supplement for a particular issue,
Certificated 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.
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.
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<PAGE> 9
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 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
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<PAGE> 10
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.
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 proceedings. 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.
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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.
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
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<PAGE> 12
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
Unless otherwise specified in the accompanying Prospectus Supplement, the
Debt Securities of a series will be issued in the form of one or more fully
registered Global Securities registered in the name of Cede & Co., as nominee of
The Depository Trust Company, which will act as the Depositary for the Debt
Securities (the "Depositary"). 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 to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor of the Depositary or a nominee of such successor.
The Depositary has advised the Company as follows: the Depositary is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, 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 pursuant
to the provisions of Section 17A of the Exchange Act. The Depositary holds
securities that its participants ("Participants") deposit with the Depositary.
The Depositary also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. "Direct
Participants" include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. The Depositary is owned
by a number of its Direct Participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the Depositary's system is also available to others,
such as securities brokers and dealers, banks and trust companies, that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to the
Depositary and its Participants are on file with the Securities and Exchange
Commission.
Unless otherwise specified in the accompanying Prospectus Supplement, the
Company anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Company expects that the
Depositary 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 the applicable Direct Participants. The accounts to
be credited shall be designated by any underwriters or agents participating in
the distribution of such Debt Securities. Purchases of Debt Securities under the
Depositary's system must be made by or through Direct Participants, which will
receive a credit for the Debt Securities on the Depositary's records. The
ownership interest of each actual purchaser of Debt Securities (a "Beneficial
Owner") will be recorded on the Direct and Indirect Participants' records.
Beneficial Owners will not receive written confirmation from the Depositary of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Debt Securities are expected to be effected by entries made on
the books of Participants acting on behalf of Beneficial Owners. So long as the
Depositary or its nominee is the registered owner of a Global Security, the
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, Beneficial Owners
will not be entitled to have the Debt Securities represented by a Global
Security registered
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<PAGE> 13
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 the Depositary or its
nominee will be made to the 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, upon receipt of any payment of principal, premium
or interest, the Depositary will immediately credit Direct 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 the Depositary. The Company also expects that payments by Direct
Participants to Indirect Participants and by Direct and Indirect Participants to
Beneficial Owners 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 the
Participants.
As long as the Debt Securities are held by the Depositary or its nominee
and the Depositary continues to make its same day funds settlement system
available to the Company, all payments of principal and interest on the Debt
Securities will be made by the Company in immediately available funds. The
Company has been advised that the Depositary's practice is to credit Direct
Participants' accounts on the applicable payment date unless the Depositary has
reason to believe that it will not receive payment on such date.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearing house or next-day funds. In contrast, it is
anticipated that the Debt Securities will trade in the Depositary's Same-Day
Funds Settlement system. Accordingly, the Depositary will require that secondary
trading activity in the Debt Securities settle in immediately available funds.
No assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Debt Securities.
The Company expects that conveyance of notices and other communications by
the Depositary to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. In addition,
neither the Depositary nor Cede & Co. will consent or vote with respect to the
Debt Securities; the Company has been advised that the Depositary's usual
procedure is to mail an omnibus proxy to the Company as soon as possible after
the record date with respect to such consent or vote. The omnibus proxy would
assign Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Debt Securities are credited on such record date (identified
in a listing attached to the omnibus proxy).
If the Depositary is at any time unwilling or unable to continue as
Depositary for a series of Debt Securities 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.
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<PAGE> 14
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 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.
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EXPERTS
The consolidated financial statements of International Lease Finance
Corporation and subsidiaries for the year ended December 31, 1997 appearing in
International Lease Finance Corporation's Annual Report (Form 10-K) for the year
ended December 31, 1997 (the "Form 10-K"), have been audited by Coopers &
Lybrand L.L.P., independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. The consolidated
financial statements of International Lease Finance Corporation and subsidiaries
for the years ended December 31, 1996 and 1995 appearing in the Form 10-K have
been audited by Ernst & Young LLP, 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 reports given upon the authority of such firms 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 LLP. Morgan, Lewis & Bockius
LLP, Los Angeles, California will pass upon certain legal matters for the
underwriters or agents.
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<PAGE> 16
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A 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 AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN 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.
- ------------------------------------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
Use of Proceeds S-2
Description of Notes S-2
The Underwriters S-3
PROSPECTUS
Available Information 2
Documents Incorporated by Reference 2
The Company 3
American International Group, Inc. 3
Use of Proceeds 3
Ratio of Earnings to Fixed Charges 3
Description of Debt Securities 4
Plan of Distribution 11
Experts 12
Legal Matters 12
</TABLE>
Prospectus Supplement
INTERNATIONAL LEASE
FINANCE CORPORATION
$100,000,000
6.00% NOTES DUE 2002
[ILFC LOGO]
CHASE SECURITIES INC.
UBS SECURITIES
Dated May 6, 1998
