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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 8, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTERNATIONAL LEASE FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 22-3059110
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
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1999 AVENUE OF THE STARS, 39TH FLOOR
LOS ANGELES, CALIFORNIA 90067 (310) 788-1999
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ALAN H. LUND,
EXECUTIVE VICE PRESIDENT, CO-CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
1999 AVENUE OF THE STARS, 39TH FLOOR
LOS ANGELES, CALIFORNIA 90067 (310) 788-1999
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
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RICHARD A. BOEHMER, ESQ. PETER P. WALLACE, ESQ.
O'MELVENY & MYERS LLP MORGAN, LEWIS & BOCKIUS LLP
400 SOUTH HOPE STREET 300 SOUTH GRAND AVENUE
LOS ANGELES, CALIFORNIA 90071 TWENTY-SECOND FLOOR
LOS ANGELES, CALIFORNIA 90017
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X] ____________________
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the offering. [ ] ____________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
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Debt Securities................... $2,000,000,000 100% $2,000,000,000 $556,000
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(1) Or, if any Debt Securities are issued at original issue discount, such
greater amount as shall result in an aggregate offering price of
$2,000,000,000.
(2) Estimated solely for purposes of calculation of registration fee pursuant to
Rule 457.
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As permitted by Rule 429, the Prospectus included in this Registration
Statement also relates to the Registrant's Registration Statement No. 333-45101
on Form S-3.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, ISSUED MARCH 8, 1999
PROSPECTUS
[ILFC LOGO]
By this prospectus, we may offer:
DEBT SECURITIES
These securities will have an aggregate offering price of up to
$2,000,000,000 or an equivalent amount in U.S. dollars if any securities are
denominated in a currency other than U.S. dollars. We may offer these securities
in one or more series, with the same or different maturity dates, and at par or
with an original issue discount.
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and the prospectus supplement
carefully before you invest.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT THAT WE HAVE REFERRED YOU TO. NO ONE IS AUTHORIZED TO
PROVIDE YOU WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME
THAT THE INFORMATION IN THIS PROSPECTUS OR THE PROSPECTUS SUPPLEMENT IS ACCURATE
AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
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The date of this prospectus is , 1999
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT OFFER OR SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
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TABLE OF CONTENTS
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PAGE
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Summary..................................................... 2
Where You Can Find More Information......................... 4
The Company................................................. 5
American International Group, Inc........................... 5
Use of Proceeds............................................. 6
Prospectus Supplement....................................... 6
Description of Debt Securities.............................. 6
Plan of Distribution........................................ 17
Experts..................................................... 17
Legal Matters............................................... 18
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SUMMARY
This summary highlights selected information from this prospectus and may
not contain all of the information that is important to you. To understand the
terms of the debt securities we are offering by this prospectus, you should
carefully read this prospectus and the prospectus supplement that gives the
specific terms of the securities we are offering. You should also read the
documents we have referred you to in "Where You Can Find More Information" on
page 4 for information on us and our financial statements.
INTERNATIONAL LEASE FINANCE CORPORATION
Our primary business is acquiring new and used commercial jet aircraft and
leasing and selling those aircraft to domestic and foreign airlines. We also
sell commercial jet aircraft for our own account, for the account of airlines
and for the account of financial institutions.
We are an indirect wholly owned subsidiary of American International Group,
Inc. We are incorporated in the State of California and maintain our principal
executive offices at 1999 Avenue of the Stars, 39th Floor, Los Angeles,
California 90067. Our telephone number is (310) 788-1999 and our telecopier
number is (310) 788-1990.
RATIO OF EARNING TO FIXED CHARGES
Our ratio of earnings to fixed charges for the periods indicated are set
forth below:
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YEARS ENDED DECEMBER 31,
FOR THE NINE MONTHS ENDED SEPTEMBER 30, -----------------------------------------
1998 1993 1994 1995 1996 1997
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1.57x 1.70x 1.63x 1.48x 1.53x 1.63x
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We computed the ratios of earnings to fixed charges 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.
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THE DEBT SECURITIES WE MAY OFFER
We may offer up to $2,000,000,000 in debt securities. We may sell the debt
securities through underwriters or dealers, directly to purchasers or through
agents. The prospectus supplement and the pricing supplement, if one is used,
will describe the specific amounts, prices and terms of the debt securities.
THE DEBT SECURITIES
We may from time to time offer debt securities which are unsecured and
unsubordinated obligations of our Company. These debt securities will rank
equally with all of our other unsecured and unsubordinated debt.
We have summarized the general features of the debt securities below. We
encourage you to read the indenture which governs the debt. A copy of the
indenture is incorporated by reference as Exhibit 4 to this Registration
Statement and is available to the public. See "Where You Can Find More
Information."
The following are general indenture provisions that relate to the debt
securities offered by this prospectus.
- The indenture does not limit the amount of debt that we may issue or
provide a holder of debt securities offered by this prospectus with any
protection from the consequences of a highly leveraged transaction
involving us.
- The indenture allows us to merge or consolidate with another company, or
sell all or substantially all of our assets to another company, subject
to certain conditions. If these events occur, the other company will be
required to assume our responsibilities on the debt and, in a merger or
consolidation where we are not the surviving corporation, we will have no
further liabilities or obligations with respect to the debt securities.
- Upon our request to change an obligation created by the indenture, the
holders of a majority of the total principal amount of the debt
outstanding in any series may vote to change our obligations or your
rights concerning the debt in that series. We may also amend or
supplement the indenture for certain purposes without the consent of any
holder of debt securities. However, to change any term relating to the
payment of principal or interest for a series of debt securities, every
holder in the affected series must consent.
- Under certain conditions, we may discharge the indenture at any time by
depositing sufficient funds with the trustee to pay the obligations when
due. All amounts due to you on the debt would be paid by the trustee from
the deposited funds.
The following are events of default under the indenture:
- Our failure to pay interest for 30 days.
- Our failure to pay principal and any premium when due.
- Our failure to make any sinking fund payment when due.
- Our failure to perform covenants for 60 days after receipt of notice to
cure.
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- Our failure to pay our debt under any mortgage or indenture of at least
$20,000,000 when due and payable other than as a result of acceleration,
or which becomes due upon acceleration which is not rescinded or such
debt discharged, each within 30 days after written notice to us.
- Certain events in bankruptcy, insolvency or reorganization.
- Any other events of default relating to a specific series of debt
securities and set forth in the prospectus supplement for those debt
securities.
If there is an event of default, the trustee of holders of at least 25% of
the principal amount outstanding of a series may declare the principal
immediately payable for that series. However, holders of a majority in principal
amount of that series may cancel this declaration.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports with the Securities and
Exchange Commission (the "SEC"). You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-732-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
on the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus and supplements to this prospectus. The
information filed by us with the SEC in the future will update and supercede
this information. We incorporate by reference:
- our Annual Report on Form 10-K for the fiscal year ended December 31,
1997;
- our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998; and
- our Current Reports on Form 8-K, event dates January 5, 1998, January 12,
1998, March 10, 1998, April 3, 1998, May 6, 1998, May 26, 1998, June 10,
1998, June 16, 1998, September 24, 1998, November 12, 1998 and February
11, 1999.
We also incorporate by reference any future filings we may make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") until our offering is completed.
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You may request a copy of these filings, at no cost, by writing or calling
us at the following address or telephone number:
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
THE COMPANY
We acquire new and used commercial jet aircraft for the purpose of leasing
and selling such aircraft to domestic and foreign airlines. In terms of the
number and value of transactions completed, we are a major owner-lessor of
commercial jet aircraft. In addition, we resell commercial jet aircraft for our
own account, for the account of airlines and for the account of financial
institutions. At December 31, 1998, we had committed to purchase 303 aircraft
deliverable through 2006 at an estimated aggregate purchase price of $17.4
billion.
We are an indirect wholly owned subsidiary of American International Group,
Inc. ("AIG").
We are incorporated in the State of California. We maintain our principal
executive offices at 1999 Avenue of the Stars, 39th Floor, Los Angeles,
California 90067. Our telephone number is (310) 788-1999 and our telecopier
number is (310) 788-1990.
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. Their 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 the New York Stock Exchange, among others.
AIG IS NOT A CO-OBLIGOR OR A GUARANTOR FOR THE DEBT SECURITIES.
USE OF PROCEEDS
We will use proceeds that we receive from the sale of the debt securities,
together with internally generated funds, for general corporate purposes unless
the prospectus supplement states otherwise. General corporate purposes will
include our purchases of
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aircraft. We will invest any proceeds from the sale of the debt securities not
immediately used in marketable securities until spent.
PROSPECTUS SUPPLEMENT
The prospectus supplement provides the specific terms of the debt
securities and may differ from the general information provided in this
prospectus. You should rely on the prospectus supplement if the information we
provide in it is different from the information contained in this prospectus.
DESCRIPTION OF DEBT SECURITIES
We may offer unsecured and unsubordinated debt securities (the "Debt
Securities") under an indenture dated as of November 1, 1991 (the "Indenture"),
between us and U.S. Bank Trust National Association (successor to Continental
Bank, National Association), as trustee (the "Trustee"). The following is a
summary of certain provisions of the Debt Securities and of the Indenture and
does not contain all of the information which may be important to you. You
should read all provisions of the Indenture carefully, including the definitions
of certain terms, before you decide to invest in the Debt Securities. If we
refer to particular sections or defined terms of the Indenture, we mean to
incorporate by reference those sections or defined terms of the Indenture. A
copy of the Indenture is incorporated by reference as an Exhibit to this
Registration Statement. See "Where You Can Find More Information."
GENERAL
The Debt Securities will rank equally with our other unsecured and
unsubordinated indebtedness. The Indenture does not limit the amount of Debt
Securities that we may issue. We may issue Debt Securities in one or more
series, with the same or various maturities, at par, or with original issue
discount. The prospectus supplement will describe any Federal income tax
consequences and other special considerations applicable to any Debt Securities
issued with original issue discount.
The prospectus supplement will set forth the initial offering price, the
aggregate principal amount and the following terms of the Debt Securities:
(1) the title;
(2) any limit on the aggregate principal amount of a particular series;
(3) to whom interest on the Debt Securities should be paid if other than
the registered owner;
(4) the date or dates on which we agree to pay principal;
(5) the rate or rates of interest for the Debt Securities (which may be
fixed or variable) and, if applicable, the method used to determine the
rate or rates of interest, the date or dates from which interest will
accrue, the dates that interest shall be payable and the record date
for the payment of the interest;
(6) the place or places where principal and interest will be payable, or
the method of such payment;
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(7) the period or periods within which, the price or prices at which, and
the terms and conditions upon which the Debt Securities may be
redeemed, in whole or in part, at our option;
(8) any mandatory or optional sinking fund or analogous provisions and our
obligation, if any, to redeem or repurchase the Debt Securities
pursuant to any sinking fund or similar provisions or at the option of
a holder thereof, and the period, price and terms and conditions for
the redemption or repurchase;
(9) the currency or currencies in which we agree to make payments on Debt
Securities;
(10) the method of determining amounts of principal, any premium and
interest payable on the Debt Securities if these amounts are
calculated in reference to an index;
(11) the amount of principal that we will pay upon acceleration, if other
than the entire principal amount;
(12) whether we will issue the debt securities in certificates or
book-entry form (see "Certificated Securities" and "Global Securities"
below);
(13) any additional Events of Default, if any; and
(14) any additional terms.
PAYMENT OF INTEREST AND EXCHANGE
We will issue the Debt Securities of each series either in the form of one
or more global securities (a "Global Security") registered in the name of Cede &
Co. as the nominee of The Depository Trust Company (the "Depositary"), or as a
certificate issued in definitive registered form (a "Certificated Security"), as
set forth in the prospectus supplement. If we do not state the form of a series
of Debt Securities in a prospectus supplement, we are issuing the series as a
Global Security. Principal, premium, if any, and interest, if any, is to be paid
to registered holders at the office of the Trustee in the Borough of Manhattan
City and State of New York or at any paying agency maintained by the Company for
that purpose as described under "Global Securities" below. We may provide at our
option for payment of interest to registered holders of Certificated Securities
by check mailed to the address of the holder as it appears on the register for
the Certificated Securities.
CERTIFICATED SECURITIES
A holder may present Certificated Securities for transfer or exchange at
the Trustee's office or paying agencies in accordance with the terms of the
Indenture unless the prospectus supplement states otherwise. There will not be a
service charge for any transfer or exchange of Certificated Securities, but the
transfer or exchange is subject to other limitations set forth in the Indenture.
GLOBAL SECURITIES
Unless we tell you otherwise in a prospectus supplement, we will register
each Global Security representing Debt Securities in the name of Cede & Co., as
nominee of the
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Depositary. Cede & Co. may not transfer any Global Security, in whole or in
part, to anyone except the Depositary or a nominee of the Depositary unless it
is exchanged first for a Certificated Security.
The information under the headings "The Depositary," "Book-Entry System"
and "Year 2000" in this section concerning the Depositary and the Depositary's
book-entry system has been obtained from sources we believe to be reliable, but
we take no responsibility for the accuracy thereof.
The Depositary
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 under the provisions of Section 17A of the Exchange Act. The
Depositary holds securities deposited by persons that have accounts with the
Depositary ("Direct Participants"). The Depositary also facilitates the
settlement among Direct Participants and Indirect Participants (as defined
below), of securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in Direct
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates.
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. Indirect Participants in the
Depositary's book-entry system include securities brokers and dealers, banks and
trust companies. Indirect Participants access the Depositary's system by
clearing through or maintaining custodial relationships with a Direct
Participant. The rules applicable to the Depositary and its Participants are on
file with the SEC.
The laws of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form (certificated
securities). Such laws may impair the ability to transfer beneficial interests
in Debt Securities represented by Global Securities.
Book-Entry System
We anticipate that the following provisions will apply to all depositary
arrangements unless the prospectus supplement states otherwise.
Ownership of beneficial interests in Securities will be limited to Direct
Participants or persons that may hold interest through Direct Participants such
as securities brokers and dealers, banks and trust companies ("Indirect
Participants").
Upon the issuance of a Global Security, 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
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actual purchaser of Debt Securities (a "Beneficial Owner") will be recorded on
the Direct Participants' 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 Participant 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, they will be
considered the sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Beneficial Owners will not
be entitled to have the Debt Securities represented by a Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of Debt Securities in definitive form and will not be considered the
owners or holders thereof under the Indenture.
We will make payments of principal, premium, if any, and interest on
Book-Entry Securities to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security. Neither we, nor the Trustee or any
of our agents 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 with respect to maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.
We expect that the Depositary, upon receipt of any principal, premium or
interest payment, will immediately credit Direct Participants' accounts with
payments in amounts proportionate to the respective beneficial interests in the
Global Security, as shown on the records of the Depositary. We also expect that
payments by Direct Participants to Indirect Participants and by Direct
Participant and Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices, and accordingly 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 us, all payments of principal and interest on the Debt Securities
will be made in immediately available funds. We are 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. However, we expect 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. We do not make any
assurances as to any possible effect the requirement for settlement in
immediately available funds could have on trading activity in the Debt
Securities.
We expect that the forwarding 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 themselves, subject to any
statutory or regulatory requirements which may be in effect. Neither the
Depositary nor Cede & Co. will consent or vote with respect to the Debt
Securities. We are advised that the Depositary's usual procedure is to mail an
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omnibus proxy to us as soon as possible after the record date with respect to
any such consent or vote. The omnibus proxy would assign Cede & Co.'s consenting
or voting rights to the Direct Participants to whose accounts the Debt
Securities are credited on the applicable record date (which would be identified
in a listing attached to the omnibus proxy).
In the event the Depositary is unwilling or unable to continue as
Depositary for a series of Debt Securities and we do not appoint a successor
Depositary within 90 days, we will issue such Debt Securities in certificated
form in exchange for such Global Security.
We may decide at any time not to have Debt Securities of a particular
series represented by one or more Global Securities and, accordingly will issue
Debt Securities representing such series in certificated form in exchange for
all of the Global Security or Securities representing such Debt Securities.
Year 2000
The Depositary has informed us that its management is aware that some
computer applications, systems and the like for processing data ("Systems") that
are dependent upon calendar dates, including dates before, on and after January
1, 2000, may encounter "Year 2000 problems." The Depositary has informed its
Participants and other members of the financial community (the "Industry") that
it has developed and is implementing a program so that its Systems, as the same
relate to the timely payment of distributions (including principal and interest
payments) to security holders, book-entry deliveries, and settlement of trades
within the Depositary, continue to function appropriately. This program includes
a technical assessment and an remediation plan, each of which is complete.
Additionally, the Depositary's plan includes a testing phase, which is expected
to be completed within appropriate time frames.
However, the Depositary's ability to perform properly its services is also
dependent upon other parties, including but not limited to issuers and their
agents, as well as third-party vendors from whom the Depositary licenses
software and hardware, and third-party vendors on whom the Depositary relies for
information or the provision of services, including telecommunication and
electrical utility service providers, among others. The Depositary has informed
the Industry that it is contacting (and will continue to contact) third-party
vendors from whom the Depositary acquires services to: (i) impress upon them the
importance of such services being Year 2000 compliant; and (ii) determine the
extent of their efforts for Year 2000 remediation (and, as appropriate, testing)
of their services. In addition, the Depositary is in the process of developing
such contingency plans as it deems appropriate.
According to the Depositary, the foregoing information with respect to the
Depositary has been provided to the industry for informational purposes only and
is not intended to serve as a representation, warranty or contract modification
of any kind. Detailed information concerning the Depositary's progress,
including a series of periodic reports, can be accessed electronically by means
of its home page on the internet (http://www.dtc.org).
CERTAIN COVENANTS OF THE COMPANY
Restrictions on Liens. We will not, and will not permit any Restricted
Subsidiary to, issue, assume or guarantee any indebtedness for borrowed money
secured by any Mortgage
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(as defined in "Certain Definitions"), upon any property of ours or any
Restricted Subsidiary (as defined in "Certain Definitions"), or on any shares of
stock of any Restricted Subsidiary, without ensuring that the Debt Securities
(together with any other indebtedness of ours or such Restricted Subsidiary
ranking equally with the Debt Securities if we so determine) is equally and
ratably secured. The foregoing restrictions do not apply to:
(1) mortgages existing on November 1, 1991;
(2) certain mortgages securing all or a part of the purchase price of
property (other than property acquired for lease to another person);
(3) mortgages on the property of a Restricted Subsidiary existing at the
time it became a Restricted Subsidiary;
(4) mortgages securing indebtedness for borrowed money owed by a Restricted
Subsidiary to us or another Restricted Subsidiary;
(5) mortgages on property of another corporation that are in existence at
the time we or a Restricted Subsidiary acquire the property of that
corporation as an entirety or substantially as an entirety (including
acquisition by merger or consolidation);
(6) any 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 is not extended and is limited to the
same property subject to the mortgage replaced or property substituted
therefor, as a result of any destruction, condemnation or damage of
such property;
(7) liens in connection with certain legal proceedings;
(8) liens for certain taxes or assessments, landlord's liens and charges
incidental to the conduct of our business or the ownership of property
and assets by ourselves or a Restricted Subsidiary, which liens are not
incurred in connection with the borrowing of money and do not, in our
opinion, materially impair the use of such property in our business
operations or the business operations of a Restricted Subsidiary or the
value to the business of such property; and
(9) mortgages not otherwise excepted above which, when aggregated with all
other outstanding indebtedness for borrowed money of ours and of
Restricted Subsidiaries secured by mortgages and not listed in clauses
(1) through (8) above, does not exceed 12.5% of our Consolidated Net
Tangible Assets (as defined in "Certain Definitions").
Restrictions as to Dividends and Certain Other Payments. We may not pay or
declare any dividend or make any distributions on any of our capital stock
(except in shares of, or warrants or rights to subscribe for or purchase shares
of our capital stock), or make any payment ourselves or through 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 because:
(1) we have failed to pay interest on the Debt Securities of that series
when due and continue not to pay for 30 days;
11
<PAGE> 13
(2) we have failed to pay the principal and premium, if any, on the Debt
Securities of that series when due either at maturity, when due upon
redemption, or when due by declaration or otherwise; or
(3) we have failed to deposit any sinking fund payment with respect to Debt
Securities of that series when and as due.
Restrictions on Investments in Non-Restricted Subsidiaries. We will not,
nor will we permit any Restricted Subsidiary, to invest in or transfer assets to
a Non-Restricted Subsidiary if immediately thereafter we would be in breach of
or in default in the performance of any of our covenants or warranties contained
in the Indenture.
Limited Covenants in the Event of a Highly Leveraged Transaction. Other
than our covenants included in the Indenture described above and as described
below in "Merger and Sale of Assets," there are no covenants or provisions in
the Indenture that afford holders protection should we participate in a highly
leveraged transaction, leveraged buyout, reorganization, restructuring, merger
or similar transaction.
CERTAIN DEFINITIONS
Certain significant terms which are defined in the Indenture are set forth
below:
"Consolidated Net Tangible Assets" means the total amount of assets (less
depreciation and valuation reserves and other reserves and items deductible from
the 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 for us together with our Restricted
Subsidiaries, after deducting:
(1) 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 a manner where it could become
payable more than one year from the date of creation thereof,
(2) deducting shareholder's equity and reserves for deferred income taxes,
(3) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, which in each case,
would be included on such balance sheet, and
(4) investments and equity in the net assets of Non-Restricted
Subsidiaries.
"Mortgages" means any mortgage, pledge, lien or other encumbrance of any
nature upon any property of ours or any Restricted Subsidiary.
"Non-Restricted Subsidiaries" means (1) any Subsidiary designated as
non-restricted by the Board of Directors of the Company in accordance with the
Indenture, and (2) any other Subsidiary of which one or more Non-Restricted
Subsidiaries owns, directly or indirectly, the majority of the voting stock, if
a corporation; or, if a limited partnership, in which the Non-Restricted
Subsidiary is a general partner.
"Restricted Subsidiaries" means all Subsidiaries other than Non-Restricted
Subsidiaries. Our Board of Directors may change the designations of Restricted
Subsidiaries and Non-Restricted Subsidiaries, subject to specified conditions in
the Indenture.
12
<PAGE> 14
"Subsidiary" means any corporation, partnership, or trust of which we or a
Subsidiary own, or we together with one or more Subsidiary own, directly or
indirectly, more than 50% of the Voting Stock.
MERGER AND SALE OF ASSETS
We may consolidate with or merge into any other Person or convey, transfer
or lease our properties and assets substantially as an entirety to any Person,
and another Person may consolidate or merge with us or convey, transfer or lease
its properties and assets to us substantially as an entirety on the following
conditions:
(1) the entity formed by consolidation or 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 our obligations under the Indenture;
(2) 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
(3) if our property or assets become subject to a mortgage, pledge, lien,
security interest or other encumbrance not permitted by the Indenture,
each of ourselves and such entity 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 entity shall be substituted for us under the Indenture and, except in
the case of such a lease, we will be relieved of all obligations under the
Indenture.
AMENDMENT, SUPPLEMENT AND WAIVER OF THE INDENTURE
We, together with the Trustee, may amend or supplement the Indenture with
the consent of the holders of a majority in principal amount of the outstanding
Debt Securities of each series affected by such amendment or supplement. Any
past default by ourselves and its consequences may be waived with the consent of
the holders of a majority in principal amount of the outstanding Debt Securities
of each series affected by such default. However, we may not enter into any
amendment, supplement or waiver without the consent of the holders of all
affected Debt Securities if the amendment, supplement or waiver would:
(1) cause a change in the stated maturity of principal or any installment
of principal or interest on any Debt Security;
(2) reduce the principal amount payable or the rate of interest thereon or
any premium payable upon the redemption of the Debt Security;
(3) change the stated maturity of any Debt Security (or reduce the amount
payable upon a declaration of acceleration);
(4) change the time for payment of any interest on any Debt Security;
(5) make any Debt Security payable in a currency other than that stated in
the Debt Security; or
13
<PAGE> 15
(6) reduce the stated percentage of principal amount of Debt Securities
whose holders must consent to such amendment, supplement or waiver.
We, together with the Trustee, may, without the consent of any holder of
Debt Securities, amend or supplement the Indenture for purposes including:
(1) to evidence our succession by another corporation;
(2) to add covenants or additional Events of Default for the benefit of the
holders of all or any series of Debt Securities;
(3) to cure any ambiguity;
(4) to correct any provision of the Indenture inconsistent with other
provisions or make any other provision which does not adversely
materially affect the interests of the holders of Debt Securities; or
(5) to change or eliminate any provision of the Indenture if such change or
elimination is effective only when there are no Debt Securities
outstanding 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
occurrences:
(1) our failure to pay interest on the Debt Securities of that series when
due and the continuation of our failure to pay for 30 days;
(2) our failure to pay the principal and premium, if any, on the Debt
Securities of that series when due at maturity, when due upon
redemption, or when due by declaration or otherwise;
(3) our failure to deposit of any sinking fund payment for that series of
Debt Securities when and as due;
(4) our default in the performance of any other covenant contained in the
Indenture (except as to covenants included in the Indenture not for the
benefit of that particular series of Debt Securities) continued for 60
days after written notice;
(5) our default under any mortgage, indenture (including the Indenture) or
instrument under which indebtedness for borrowed money is issued or is
secured or evidenced, 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 its terms, and such
acceleration is not rescinded or annulled, or such indebtedness for
borrowed money is not discharged within 30 days after written notice to
us by the Trustee, or notice to each of ourselves and the Trustee by
the holders of at least 25% in principal amount of the outstanding Debt
Securities of that series;
(6) certain events in bankruptcy, insolvency or reorganization; or
(7) any other events of default provided with respect to the Debt
Securities.
14
<PAGE> 16
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 affected
series 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
affected series.
The holder of any Debt Security of a series will not have any right to
institute any proceeding with respect to the Indenture or remedies thereunder,
unless
(1) the holder previously gives the Trustee written notice of an Event of
Default,
(2) the holders of not less than 25% in principal amount of the outstanding
Debt Securities of that series shall have also made such written
request to the Trustee and offered the Trustee satisfactory indemnity
to institute such proceeding as Trustee, and
(3) 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, premium, if any, and interest on such
Debt Security on or after the applicable due date, may not be impaired or
affected without such holder's consent.
The holders of a majority in principal amount of outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or for 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 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 reasonable security or indemnity from such Holders
against the costs, expenses and liabilities which could be incurred 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.
We are 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
We may discharge our obligations (a "defeasance") with respect to the
outstanding Debt Securities of a series of Debt Securities other than with
respect to certain obligations to the Trustee and our obligations with respect
to: (1) the registration, transfer and exchange of certificated Debt Securities,
(2) mutilated, destroyed, lost or stolen certificated Debt Securities, and (3)
the maintenance of an office or agency in the place of payment and the treatment
of funds held by paying agents. We may also be released from the restrictions
described under "Certain Covenants of the Company" above and any other
provisions identified in the prospectus supplement ("covenant defeasance") under
certain conditions. The conditions which we must satisfy for defeasance or
covenant defeasance include those set forth below:
(A) we will have irrevocably deposited or caused to be deposited with the
Trustee (or other satisfactory trustee), trust funds for the payment of
such Debt
15
<PAGE> 17
Securities, consisting of money, U.S. Government Obligations (as
defined below) which in accordance with the scheduled payment of
principal and interest thereon will provide money, or a combination of
money and U.S. Government Obligations, which will be 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;
(B) 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
has occurred and is continuing on the date of such deposit and, for
certain purposes, has not occurred during the period ending on the
123rd day after the date of deposit, or any longer preference period;
(C) the defeasance or covenant defeasance shall not cause the Trustee to
have a conflicting interest as referred to in the Indenture; and
(D) the defeasance or covenant defeasance will not result in a breach or
violation of the Indenture or other material agreements or instruments
or cause the Debt Securities, if listed on a national securities
exchange, to be delisted.
In the case of defeasance, we are also required to deliver to the Trustee
an opinion of counsel stating that we have received a direct ruling from the
Internal Revenue Service, or such a ruling has been published, or since the date
of the Indenture there has been a change in the applicable Federal income tax
law, such 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. The ruling will provide that the
holders of the outstanding Debt Securities to be defeased 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, we are 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 (a) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged, or (b) 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. In either
case, such U.S. Governmental Obligations are not callable or redeemable at the
option of the issuer thereof, and shall also include a Depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, as
amended (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 Depositary receipt.
16
<PAGE> 18
THE TRUSTEE
The Trustee has functioned as an unsecured lender to us from time to time.
In addition, we may maintain deposit accounts and conduct other banking
transactions with the Trustee in the ordinary course of business.
PLAN OF DISTRIBUTION
We may sell the Debt Securities either: (1) through underwriters or
dealers; (2) directly to one or more purchasers; or (3) through agents.
If underwriters or dealers are used in the sale, the underwriters or
dealers will acquire the Debt Securities for their own account and may later
resell the Debt Securities. Resale transactions for the Debt Securities may
include negotiated transactions, the resale at a fixed public offering price or
resale 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 underwriting firms may purchase and
sell the Debt Securities in the secondary market, but they are not obligated to
do so. There are no assurances that there will be a secondary market for the
Debt Securities. The obligations of the underwriters to purchase the Debt
Securities will be subject to certain conditions. The underwriters will be
obligated to purchase all the Debt Securities of a series 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.
We may also sell the Debt Securities directly or through agents designated
by us. We will name any agent involved in the offer or sale of the Debt
Securities and state any commissions paid by us to that agent in the prospectus
supplement. We will set forth in the prospectus supplement the net proceeds we
will receive from the sale of the Debt Securities. Unless indicated in the
prospectus supplement, any agent is acting on a best efforts basis for the
period of its appointment. Any agent will also be deemed to be an underwriter as
that term is defined in the Securities Act.
We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase Debt Securities at the public
offering price provided in the prospectus supplement and provide for payment and
delivery on a future date specified in the prospectus supplement. Contracts for
those delayed purchases will be subject only to the conditions contained in the
prospectus supplement and the prospectus supplement will set forth the
commission to be paid for solicitation of those contracts.
We may indemnify any underwriters, dealers and agents who participate in
the distribution of the Debt Securities against certain civil liabilities,
including liabilities under the Securities Act. We also may agree to make
contributions with respect to payments which the agents or underwriters may be
required to make. Those underwriters, dealers and agents may be customers of,
engage in transactions with, or perform services for us in the ordinary course
of business.
EXPERTS
Our consolidated financial statements and schedule as of and for the year
ended December 31, 1997, which are incorporated by reference in this prospectus
from our Annual Report on Form 10-K, have been incorporated in reliance on the
audited report of
17
<PAGE> 19
PricewaterhouseCoopers LLP, independent auditors, given on the authority of said
firm as experts in auditing and accounting. Our consolidated balance sheet as of
December 31, 1996 and the consolidated statements of income, shareholders'
equity, and cash flows for each of the two years in the period ended December
31, 1996 appearing in the Form 10-K have been incorporated by reference in
reliance on the audited reports of Ernst & Young LLP, independent auditors, and
given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the issuance of the Debt Securities we are offering will be
passed upon for us by O'Melveny & Myers LLP. Morgan, Lewis & Bockius LLP, Los
Angeles, California will pass upon certain legal matters for the underwriters or
agents.
18
<PAGE> 20
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[LOGO]
DEBT SECURITIES
-----------------
PROSPECTUS
-----------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 21
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following provides estimated expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions.
<TABLE>
<S> <C>
1. Registration Fee........................................ $ 556,000
2. Cost of Printing, Engraving and Freight................. 300,000
3. Legal Fees and Expenses................................. 300,000
4. Accounting Fees......................................... 100,000
5. Trustee Fees............................................ 50,000
6. Blue Sky Fees and Expenses.............................. 10,000
7. Rating Agency Fees...................................... 500,000
8. Miscellaneous........................................... 50,000
----------
Total............................................ $1,866,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the California Corporations Code and Section 7.5 of the
registrant's Bylaws, directors, officers, employees and agents of the registrant
may be indemnified by the registrant in certain circumstances against
liabilities they incur while acting in such capacities.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
4 Indenture, dated as of November 1, 1991, between
International Lease Finance Corporation and U.S. Bank Trust
National Association (successor to Continental Bank,
National Association), as Trustee (filed as an exhibit to
Registration Statement No. 33-43698 and incorporated herein
by reference).
5.1 Opinion of O'Melveny & Myers LLP as to the legality of the
Debt Securities.
12 Computations of Ratio of Earnings to Fixed Charges (filed as
Exhibits to Registration Statement No. 333-45101 and to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998 and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of O'Melveny & Myers LLP (included in their opinion
filed as Exhibit 5).
24 Power of Attorney (included on page II-3).
25 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association, as Trustee.
</TABLE>
II-1
<PAGE> 22
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, unless the information otherwise required to be
included in a post-effective amendment is contained in a periodic report
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and incorporated herein by reference.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement, unless the information otherwise required
to be included in a post-effective amendment is contained in a periodic
report filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 and incorporated herein by
reference. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant
II-2
<PAGE> 23
of expenses incurred or paid by a director, officer, or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is
asserted against the registrant by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 24
SIGNATURES
Pursuant to requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 8th day of
March, 1999.
INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ ALAN H. LUND
-----------------------------------
Executive Vice President, Co-Chief
Operating Officer and Chief
Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of International Lease Finance
Corporation, and each of us, do hereby constitute and appoint Leslie L. Gonda,
Steven F. Udvar-Hazy and Alan H. Lund, or any one of them, our true and lawful
attorneys and agents, each with power of substitution, to do any and all acts
and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated above, which said attorneys and agents, or any one of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically but without limitation, power and authority to
sign for us or any of us in our names in the capacities indicated below, any and
all amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that the said attorneys and agents, or his substitute or
substitutes, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on March 8, 1999
in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ LESLIE L. GONDA Chairman of the Board and Director
- ------------------------------------------------
Leslie L. Gonda
/s/ STEVEN F. UDVAR-HAZY Chief Executive Officer and Director
- ------------------------------------------------
Steven F. Udvar-Hazy
/s/ LOUIS L. GONDA Director
- ------------------------------------------------
Louis L. Gonda
</TABLE>
II-4
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ M. R. GREENBERG Director
- ------------------------------------------------
M. R. Greenberg
/s/ EDWARD E. MATTHEWS Director
- ------------------------------------------------
Edward E. Matthews
/s/ WILLIAM N. DOOLEY Director
- ------------------------------------------------
William N. Dooley
/s/ HOWARD I. SMITH Director
- ------------------------------------------------
Howard I. Smith
/s/ ALAN H. LUND Executive Vice President, Co-Chief Operating
- ------------------------------------------------ Officer and Chief Financial Officer(Principal
Alan H. Lund Financial and Accounting Officer)
</TABLE>
II-5
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<S> <C>
4 Indenture dated as of November 1, 1991, between
International Lease Finance Corporation and U.S. Bank Trust
National Association (successor to Continental Bank,
National Association), as Trustee (filed as an exhibit to
Registration Statement No. 33-43698 and incorporated herein
by reference)...............................................
5.1 Opinion of O'Melveny & Myers LLP as to the legality of the
Debt Securities.............................................
12 Computations of Ratio of Earnings to Fixed Charges (filed as
Exhibits to Registration Statement No. 333-45101 and to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998, respectively, and incorporated
herein by reference)........................................
23.1 Consent of PricewaterhouseCoopers LLP.......................
23.2 Consent of Ernst & Young LLP................................
23.3 Consent of O'Melveny & Myers LLP (included in their opinion
filed as Exhibit 5).........................................
24 Power of Attorney (included on page II-3)...................
25 Form T-1 Statement of Eligibility and Qualifications under
the Trust Indenture Act of 1939 of U.S. Bank Trust National
Association, as Trustee.....................................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[O'MELVENY & MYERS LLP LETTERHEAD]
March 8, 1999
International Lease Finance Corporation
1999 Avenue of the Stars, Suite 3900
Los Angeles, California 90067
Re: $2.0 Billion Aggregate Principal Amount of Debt Securities of
International Lease Finance Corporation
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-3
(the "Registration Statement") to be filed by International Lease Finance
Corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration of $2.0 billion aggregate principal amount of
Debt Securities (the "Securities"). We have examined the indenture (the
"Indenture"), dated as of November 1, 1991, between the Company and U.S. Bank
Trust National Association (successor to Continental Bank, National
Association), as trustee (the "Trustee"), under which the Securities are to be
issued. We are familiar with the proceedings heretofore taken by the Company in
connection with the authorization, registration, issuance and sale of the
Securities.
Subject to the proposed additional proceedings being taken as
contemplated by the Indenture, including the due authorization of the specific
terms of a series of Securities by the Company, prior to the issuance and sale
of the Securities, and the execution, delivery and authentication of the
Securities, it is our opinion that the Securities will, upon the issuance and
sale thereof in the manner referred to in the Registration Statement, constitute
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 relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws), and by 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, and is
subject to provisions of law which may require that a judgment for money damages
rendered by a court in the United States be expressed in United States Dollars.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
O'MELVENY & MYERS LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement (Form S-3) and related Prospectus of International
Lease Finance Corporation for the registration of $2,000,000,000 of Debt
Securities and to the incorporation by reference therein of our report dated
February 3, 1998, with respect to the consolidated financial statements and
schedule of International Lease Finance Corporation and subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
PRICEWATERHOUSECOOPERS LLP
Los Angeles, California
March 8, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
this Registration Statement (Form S-3) and related Prospectus of International
Lease Finance Corporation for the registration of $2,000,000,000 of Debt
Securities and to the incorporation by reference therein of our report dated
February 19, 1997, with respect to the consolidated balance sheet of
International Lease Finance Corporation and subsidiaries as of December 31,
1996, and the consolidated statements of income, shareholders' equity, and cash
flows for each of the two years in the period ended December 31, 1996, and the
related schedule all included in its Annual Report on form 10-K for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
March 8, 1999
<PAGE> 1
EXHIBIT 25
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___
-----------------
U.S. BANK TRUST NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
111 EAST WACKER DRIVE, SUITE 3000
CHICAGO, ILLINOIS 60601 36-4046888
(Address of principal executive offices) (Zip Code) I.R.S. Employer
Identification No.
Melissa A. Rosal
111 East Wacker Drive, Suite 3000
Chicago, Illinois 60601
Telephone (312) 228-9416
(Name, address and telephone number of agent for service)
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
CALIFORNIA 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 AVENUE OF THE STARS, 39TH FLOOR
LOS ANGELES, CALIFORNIA 90067
(Address of Principal Executive Offices) (Zip Code)
DEBT SECURITIES
(Title of the Indenture Securities)
================================================================================
<PAGE> 2
FORM T-1
ITEM 1. GENERAL INFORMATION. Furnish the following information as to the
Trustee.
a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
ITEMS 3-15 Not applicable because, to the best of Trustee's knowledge,
the Trustee is not a trustee under any other indenture under
which any other securities or certificates of interest or
participation in any other securities of the obligor are
outstanding and there is not, nor has there been, a default with
respect to securities issued under this indenture.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this
statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee now in
effect, incorporated herein by reference to Exhibit 1 to Item 16
of Form T-1, Registration No. 333-18235*
2. A copy of the certificate of authority of the Trustee to commence
business, incorporated herein by reference to Exhibit 2 to Item
16 of Form T-1, Registration No. 333-18235 .*
3. A copy of the certificate of authority of the Trustee to exercise
corporate trust powers, incorporated herein by reference to
Exhibit 3 to Item 16 of Form T-1, Registration No. 333-18235*
4. A copy of the existing bylaws of the Trustee, as now in effect,
incorporated herein by reference to Exhibit 4 to Item 16 of Form
T-1, Registration No.
333-18235*
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939, incorporated herein by reference to
Exhibit 6 of Form T-1, Registration No. 333-18235*
7. A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority, filed herewith.
8. Not applicable.
9. Not applicable.
* See* at top of page 3
2
<PAGE> 3
* Exhibits thus designated are incorporated herein by reference to
Exhibits bearing identical numbers in Item 16 of the Form T-1 filed by the
Trustee with the Securities and Exchange Commission with the specific
references noted.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago, State of Illinois on the
8th day of March, 1999.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Melissa A. Rosal
-----------------------------------
Melissa A. Rosal
Vice President and Assistant
Secretary
3
<PAGE> 4
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
Schedule RC - Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
----
a. Noninterest-bearing balances and currency and coin(1)______________________0081. . 11,111 1.a
b. Interest-bearing balances(2)_______________________________________________0071. . 48,890 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)_________________1754. . 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column O)_______________1773. . 3,735 2.b
3. Federal funds sold and securities purchased under agreements to resell________1350. . 0 3.
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income ----
(from Schedule RC-C)_______________________________2122 . . 0 . . . . . . 4.a
b. LESS: Allowance for loan and lease losses__________3123 . . 0 . . . . . . 4.b
c. LESS: Allocated transfer risk reserve______________3128 . . 0 . . . . . . 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c_________________________2125. . 0 4.d
5. Trading assets________________________________________________________________3545. . 0 5.
6. Premises and fixed assets (including capitalized leases)______________________2145. . 82 6.
7. Other real estate owned (from Schedule RC-M)__________________________________2150. . 0 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)__________________________________________________________2130. . 0 8.
9. Customers' liability to this bank on acceptances outstanding__________________2155. . 0 9.
10. Intangible assets (from Schedule RC-M)________________________________________2143. . 44,547 10.
11. Other assets (from Schedule RC-F)_____________________________________________2160. . 2,739 11.
12. Total assets (sum of items 1 through 11)______________________________________2170. . 111,104 12.
</TABLE>
- ----------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 5
SCHEDULE RC - CONTINUED
<TABLE>
<S> <C> <C> <C>
Dollar Amounts in Thousands
- --------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
----
columns A and C from Schedule RC-E)____________________________________ 2200.. 0 13.a
RCON
----
(1) Noninterest-bearing(1)_______________6631.. 0 .................. 13.a.1
(2) Interest-bearing_____________________6636.. 0 .................. 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs__________ ..................
(1) Noninterest-bearing________________________________________________ ..................
(2) Interest-bearing___________________________________________________ ..................
14. Federal funds purchased and securities sold under agreements to repurchase 2800.. 0 14.
15. a. Demand notes issued to the U.S. Treasury_______________________________ 2840.. 0 15.a
b. Trading liabilities____________________________________________________ 3548.. 0 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less__________________________ 2332.. 0 16.a
b. With a remaining maturity of more than one year through three years____ A547.. 0 16.b
c. With a remaining maturity of more than three years_____________________ A548.. 0 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding__________________ 2920.. 0 18.
19. Subordinated notes and debentures(2)______________________________________ 3200.. 0 19.
20. Other liabilities (from Schedule RC-G)____________________________________ 2930.. 2,627 20.
21. Total liabilities (sum of items 13 through 20)____________________________ 2948.. 2,627 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus_____________________________ 3838.. 0 23.
24. Common stock______________________________________________________________ 3230.. 1,000 26.
25. Surplus (exclude all surplus related to preferred stock)__________________ 3839.. 106,712 25.
26. a. Undivided profits and capital reserves_________________________________ 3632.. 762 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities_ 8434.. 3 26.b
27. Cumulative foreign currency translation adjustments_______________________ ..................
28. Total equity capital (sum of items 23 through 27)_________________________ 3210.. 108,477 28.
29. Total liabilities and equity capital (sum of items 21 and 28)_____________ 3300.. 111,104 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 1997______ 6724.. N/A M.1
</TABLE>
<TABLE>
<S> <C>
1 = Independent audit of the bank conducted in accordance with 4 = Directors' examination of the bank performed by other
generally accepted auditing standards by a certified public external auditors (may be required by state chartering
accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company (but auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
</TABLE>
- ---------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited life preferred stock and related surplus.
<PAGE> 6
Schedule RC-A -- Cash and Balances Due From Depository Institutions
Exclude assets held for trading.
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1. Cash items in process of collection, unposted debits, and
currency and coin:
a. Cash items in process of collection and unposted debits..........0020. . 0 1.a
b. Currency and coin................................................0080. . 0 1.b
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks......................0083. . 0 2.a
b. Other commercial banks in the U.S. and other depository
institutions in the U.S..........................................0085. . 60,001 2.b
3. Balances due from banks in foreign countries and foreign
central banks:
a. Foreign branches of other U.S. banks.............................0073. . 0 3.a
b. Other banks in foreign countries and foreign central banks.......0074. . 0 3.b
4. Balances due from Federal Reserve Banks..............................0090. . 0 4
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of
items 1.a and 1.b)...................................................0010. . 60,001 5
</TABLE>
Memorandum
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
RCON
----
1. Noninterest-bearing balances due from commercial banks
in the U.S. (included in items 2.a and 2.b above)....................0050. . 11,111 M.1
</TABLE>
