SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
June 29, 1998
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(Date of earlier event reported)
Airlease Ltd., a California Limited Partnership
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(Exact name of registrant as specified in its charter)
California 1-9259 94-3008908
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
555 California Street, 4th floor, San Francisco, CA 94104
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(Address of principal executive offices) (Zip Code)
(415) 765-1814
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
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On June 29, 1998, the Partnership engaged Ernst & Young L.L.P. as
independent auditors of Airlease Ltd., A California Limited Partnership
(the "Partnership") for the year ending December 31, 1998 and dismissed
Coopers & Lybrand L.L.P. (PricewaterhouseCoopers L.L.P. after June 30,
1998.)This action was taken on the unanimous approval by the board of
directors of Airlease Management Services, Inc., the general partner of
the Partnership, which acted upon the recommendation of the audit
committee of the board of directors. The change was made primarily to
achieve efficiencies in the audit process and to reduce costs.
Coopers & Lybrand L.L.P. were the independent auditors of the
Partnership since March 21, 1994. During the two most recent fiscal
years and subsequent interim period prior to June 29, 1998, there were
no disagreements on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures. None
of the reports of Coopers & Lybrand L.L.P. on the Partnership's
financial statements for any of the past two years contained an adverse
opinion or a disclaimer of opinion or was qualified as to uncertainty,
audit scope or accounting principles.
During the Partnership's two most recent fiscal years and subse-
quent interim period prior to June 29, 1998, the Partnership has not
consulted Ernst & Young L.L.P. regarding the application of accounting
principles to any specified transaction or the type of audit opinion
that might be rendered on the Partnership's financial statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
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FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits
Exhibit Number Description
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16 Letter to the Securities and Exchange Commission, dated
July 7, 1998, from PricewaterhouseCoopers L.L.P.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
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(Registrant)
By: Airlease Management Services, Inc.
General Partner
/s/ RICHARD C. WALTER
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Richard C. Walter
Chief Financial Officer,
Principal Accounting Officer and Director
Date: July 7, 1998
