<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
---------------
(Amendment No. 1)*
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
--------------
(Name of Issuer)
DEPOSITARY UNITS REPRESENTING LIMITED PARTNERS' INTERESTS
----------------------------
(Title of Class of Securities)
009366105
------------
(CUSIP Number)
Cheryl Sorokin
Executive Vice President and Secretary
BankAmerica Corporation
and certain of its subsidiaries, including
BA Leasing & Capital Corporation
555 California Street
San Francisco, California 94104
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 1996
-----------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ]
Check the following box if a fee is being paid with the statement.[ ] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes.)
Page 1
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 009366105 13D PAGE 2
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BankAmerica Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,025,000 Units
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,025,000 Units
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,025,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 009366105 13D PAGE 3
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bank of America National Trust and Savings Association
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,025,000 Units
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,025,000 Units
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,025,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
BK
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 009366105 13D PAGE 4
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Security Pacific Equipment Leasing, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,025,000 Units
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,025,000 Units
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,025,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 009366105 13D PAGE 5
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BA Leasing & Capital Corporation
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 793,750 Units
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
231,250 Units
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 793,750 Units
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
231,250 Units
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,025,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 009366105 13D PAGE 6
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United States Airlease Holding, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS
4
AF
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 231,250 Units
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 231,250 Units
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
231,250
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [ ]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
<PAGE>
Page 7
SCHEDULE 13D
Each of the undersigned hereby amends the Schedule 13D that was filed with
the Securities and Exchange Commission on September 25, 1996, relating to the
Depositary Units representing Limited Partners' Units ("Units") of Airlease
Ltd., a California limited partnership ("Airlease").
The Schedule 13D is amended as follows:
ITEM 1. SECURITY AND ISSUER.
Item 1 is amended in part as follows:
The principal executive offices of Airlease are located at 555 California
Street, San Francisco, California 94104.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended in its entirety as follows:
This Schedule 13D is filed jointly by each of the following persons: (i)
United States Airlease Holding, Inc., a California corporation ("USAH"), by
virtue of its direct ownership in 231,250 Units; (ii) BA Leasing & Capital
Corporation, a California corporation ("BALCAP"), by virtue of its ownership of
all of the outstanding capital stock of USAH and its direct beneficial ownership
in 793,750 Units; (iii) Security Pacific Equipment Leasing, Inc., a Delaware
corporation ("Security Pacific Leasing"), by virtue of its ownership of all the
outstanding capital stock of BALCAP; (iv) Bank of America National Trust and
Savings Association, a national banking association organized under the laws of
the United States of America ("Bank of America NT&SA"), by virtue of its
ownership of all the outstanding capital stock of Security Pacific Leasing; and
(v) BankAmerica Corporation, a Delaware corporation ("BAC"), by virtue of its
ownership of all the outstanding capital stock of Bank of America NT&SA.
USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC may
be deemed to constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. USAH, BALCAP, Security Pacific
Leasing, Bank of America NT&SA and BAC expressly disclaim that they have agreed
to act as a group other than as described in this Schedule 13D.
USAH's principal place of business is located at 555 California Street, San
Francisco, California 94104. USAH is engaged in leasing and financing aircraft.
<PAGE>
Page 8
BALCAP's principal place of business is located at 555 California Street,
San Francisco, California 94104. BALCAP is principally engaged in leasing and
financing a variety of equipment, including aircraft, rail cars, vessels and
energy facilities.
Security Pacific Leasing's principal place of business is located at 555
California Street, San Francisco, California 94104. Security Pacific Leasing
is engaged in leasing and financing a variety of equipment.
Bank of America NT&SA's principal place of business is located at 555
California Street, San Francisco, California 94104. Bank of America NT&SA is a
national banking association engaged in the banking business, with a variety of
subsidiaries engaged in various activities, including consumer banking,
corporate banking, commercial real estate lending and other financial services,
middle-market banking, and private banking and investment services.
BAC's principal place of business is located at 555 California Street, San
Francisco, California 94104. BAC is a holding company, whose subsidiaries
provide diverse financial products and services to individuals, businesses,
government agencies and financial institutions throughout the world.
Information concerning the directors and executive officers of BALCAP,
Security Pacific Leasing, Bank of America NT&SA, BAC and USAH, and the principal
occupations or employment of each such person are listed in Exhibits 1, 2, 3, 4,
and 5, respectively, attached hereto and incorporated herein by reference.
To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank of America
NT&SA and BAC, none of such persons has been convicted during the past five
years in a criminal proceeding (excluding traffic violations or similar
violations). To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank
of America NT&SA and BAC, during the last five years, none of such persons was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. Each of such persons is a citizen of the
United States.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended in its entirety as follows:
USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC have
acquired the Units for purposes of investment. Except as set forth in Item 6
below, none of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and
BAC presently have any plans which relate to or would result in actions or
circumstances enumerated in Item 4 of Schedule 13D. Depending on market
conditions and other factors (including evaluation of Airlease's business and
prospects, availability of funds,
<PAGE>
Page 9
alternative uses of funds and general economic conditions), USAH, BALCAP,
Security Pacific Leasing, Bank of America NT&SA and BAC may from time to time
purchase additional Units or dispose of all or a portion of the Units.
On October 31, 1996, BALCAP acquired all of the outstanding capital stock
of USAH and USAH became a wholly owned subsidiary of BALCAP.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 is amended in its entirety as follows:
USAH beneficially and directly owns an aggregate of 231,250 Units of
Airlease, which represent approximately 5% of the total number of Units
presently issued and outstanding. As the parent company of USAH, BALCAP may be
deemed a beneficial indirect owner of 231,250 Units. In addition, BALCAP
beneficially and directly owns an aggregate of 793,750 Units of Airlease, which,
together with the Units directly held by USAH, represent approximately 22.2% of
the total number of Units presently issued and outstanding. As the parent
company of BALCAP, Security Pacific Leasing may be deemed a beneficial indirect
owner of the same 1,025,000 Units directly owned by USAH and BALCAP. As the
parent company of Security Pacific Leasing, Bank of America NT&SA may be deemed
a beneficial indirect owner of the same 1,025,000 Units directly owned by USAH
and BALCAP and indirectly by Security Pacific Leasing. As the parent company of
Bank of America NT&SA, BAC may be deemed a beneficial indirect owner of the same
1,025,000 Units directly owned by USAH and BALCAP and indirectly owned by
Security Pacific Leasing and Bank of America NT&SA.
BALCAP acquired 793,750 Units on September 20, 1996 from USAH, for a cash
payment of $15.70 per Unit. On October 31, 1996 BALCAP acquired all of the
outstanding capital stock of USAH and thereby acquired indirect beneficial
ownership of 231,250 Units. Except as described in Item 6 below, none of USAH,
BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC, nor any of
their directors and executive officers, has had any transactions in the Units in
the past 60 days. See Item 6 below for a description of an agreement for BALCAP
to acquire additional Airlease Purchased Assets (as defined in Item 6 below).
USAH has sole voting and dispositive power over the 231,250 Units held
directly by it. BALCAP has sole voting and dispositive power over the 793,750
Units held directly by it.
By virtue of the relationship between USAH and BALCAP described in Item 2
above, BALCAP may be deemed to possess indirect beneficial ownership of the
Units beneficially owned by USAH. By virtue of the relationship between USAH,
BALCAP and Security Pacific Leasing described in Item 2 above, Security Pacific
Leasing may be deemed to possess indirect beneficial ownership of the Units
beneficially owned by USAH and BALCAP. By virtue of the relationship between
USAH, BALCAP, Security Pacific Leasing and Bank of America NT&SA described in
Item 2 above, Bank of
<PAGE>
PAGE>
Page 10
America NT&SA may be deemed to possess indirect beneficial ownership of the
Units beneficially owned by USAH and BALCAP. By virtue of the relationship
between USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC
described in Item 2 above, BAC may be deemed to possess indirect beneficial
ownership of the Units beneficially owned by USAH and BALCAP. The filing of this
Schedule 13D by Security Pacific Leasing, Bank of America NT&SA and BAC shall
not be construed as an admission that any of them is, for the purpose of Section
13(d) or 13(g) of the Act, the beneficial owner of any securities covered by
this Schedule 13D.
By virtue of the relationship between USAH and BALCAP described in Item 2
above, BALCAP may be deemed to indirectly share the power to vote or direct the
vote and indirectly share the power to dispose of or direct the disposition of
the Units beneficially owned by USAH. By virtue of the relationship between
USAH, BALCAP and Security Pacific Leasing described in Item 2 above, Security
Pacific Leasing may be deemed to indirectly share the power to vote or direct
the vote and indirectly share the power to dispose of or direct the disposition
of the Units beneficially owned by USAH and BALCAP. By virtue of the
relationship between USAH, BALCAP, Security Pacific Leasing and Bank of America
NT&SA described in Item 2 above, Bank of America NT&SA may be deemed to
indirectly share the power to vote or direct the vote and indirectly share the
power to dispose of or direct the disposition of the Units beneficially owned by
USAH and BALCAP. By virtue of the relationship between USAH and BALCAP,
Security Pacific Leasing, Bank of America NT&SA and BAC described in Item 2
above, BAC may be deemed to indirectly share the power to vote or direct the
vote and indirectly share the power to dispose of or direct the disposition of
the Units beneficially owned by USAH and BALCAP.
To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank of America
NT&SA and BAC, no director or executive officer of any of them owns any Units,
other than David Gebler, who is a director and officer of USAH. See Exhibit 5
attached hereto.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Directors and Executive Officers of BALCAP (filed as Exhibit 1 to the
Schedule 13D filed by the undersigned on September 25, 1996, and
incorporated herein by reference)
2. Directors and Executive Officers of Security Pacific Leasing (filed as
Exhibit 2 to the Schedule 13D filed by the undersigned on September
25, 1996, and incorporated herein by reference)
3. Directors and Executive Officers of Bank of America NT&SA
<PAGE>
Page 11
4. Directors and Executive Officers of BAC
5. Directors and Executive Officers of USAH
6. Amended and Restated Agreement of Limited Partnership of Airlease,
dated October 10, 1986 (filed as Exhibit 3 to the Schedule 13D
filed by United States Airlease Holding, Inc. on October 17, 1986,
and incorporated herein by reference)
7. Asset Purchase Agreement, dated as of August 5, 1996, among BA Leasing
& Capital Corporation, USL Capital Corporation and Ford Motor
Credit Company (filed as Exhibit 5 to the Schedule 13D filed by
United States Airlease Holding, Inc. on September 5, 1996, and
incorporated herein by reference)
8. Agreement of USAH, BALCAP, Security Pacific Leasing, Bank of America
NT&SA and BAC to file Schedule 13D jointly
<PAGE>
Page 12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 8, 1996 BANKAMERICA CORPORATION
By /s/ David A. Thrailkill
---------------------------------------
Name: David A. Thrailkill
Title: Vice President
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By /s/ David A. Thrailkill
---------------------------------------
Name: David A. Thrailkill
Title: Vice President
SECURITY PACIFIC EQUIPMENT LEASING, INC.
By /s/ Jerome A. Moskovitz
---------------------------------------
Name: Jerome A. Moskovitz
Title: Vice President
BA LEASING & CAPITAL CORPORATION
By /s/ Jerome A. Moskovitz
---------------------------------------
Name: Jerome A. Moskovitz
Title: Vice President
UNITED STATES AIRLEASE HOLDING, INC.
By /s/ David B. Gebler
---------------------------------------
Name: David B. Gebler
Title: Senior Vice President
<PAGE>
Page 13
EXHIBIT INDEX
<TABLE>
<S> <C>
EXHIBIT 1. DIRECTORS AND EXECUTIVE OFFICERS OF BALCAP (FILED AS EXHIBIT
1 TO THE SCHEDULE 13D FILED BY THE UNDERSIGNED ON
SEPTEMBER 25, 1996, AND INCORPORATED HEREIN BY REFERENCE)
EXHIBIT 2. DIRECTORS AND EXECUTIVE OFFICERS OF SECURITY PACIFIC LEASING
(FILED AS EXHIBIT 2 TO THE SCHEDULE 13D FILED BY THE
UNDERSIGNED ON SEPTEMBER 25, 1996, AND INCORPORATED HEREIN
BY REFERENCE)
EXHIBIT 3. DIRECTORS AND EXECUTIVE OFFICERS OF BANK OF AMERICA NT&SA
EXHIBIT 4. DIRECTORS AND EXECUTIVE OFFICERS OF BAC
EXHIBIT 5. DIRECTORS AND EXECUTIVE OFFICERS OF USAH
EXHIBIT 6. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
AIRLEASE, DATED OCTOBER 10, 1986 (FILED AS EXHIBIT 3 TO
THE SCHEDULE 13D FILED BY UNITED STATES AIRLEASE HOLDING,
INC. ON OCTOBER 17, 1986, AND INCORPORATED HEREIN BY
REFERENCE)
EXHIBIT 7. ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST 5, 1996, AMONG
BA LEASING & CAPITAL CORPORATION, USL CAPITAL CORPORATION
AND FORD MOTOR CREDIT COMPANY (FILED AS EXHIBIT 5 TO THE
SCHEDULE 13D FILED BY UNITED STATES AIRLEASE HOLDING, INC.
ON SEPTEMBER 5, 1996, AND INCORPORATED HEREIN BY
REFERENCE)
EXHIBIT 8. AGREEMENT OF USAH, BALCAP, SECURITY PACIFIC LEASING, BANK OF
AMERICA NT&SA AND BAC TO FILE SCHEDULE 13D JOINTLY
</TABLE>
<PAGE>
Page 14
EXHIBIT 3
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
DIRECTOR AND EXECUTIVE OFFICERS INFORMATION
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of Bank of America National
Trust and Savings Association (directors are indicated by asterisk). Each such
person is a citizen of the United States.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
*Joseph F. Alibrandi Chairman of the Board
1955 North Surveyor Ave. Whittaker Corporation
Simi Valley, CA 93063 Simi Valley, CA
(principal business:
aerospace manufacturing)
*Jill E. Barad President Chief Operating
333 Continental Blvd. Officer
15th Floor Mattel, Inc.
El Segundo, CA 90245 El Segundo, CA
(principal business:
toy maker)
*Peter B. Bedford Chairman of the Board and
270 Lafayette Circle Chief Executive Officer
Lafayette, CA 94549 Bedford Property
Investors, Inc.
Lafayette, CA
(principal business: real
estate investment trust)
*Andrew F. Brimmer President
4400 MacArthur Blvd., Brimmer & Company, Inc.
N.W. Washington, D.C.
Suite 302 (principal business:
Washington, D.C. 20007 economic and financial
consulting)
</TABLE>
<PAGE>
Page 15
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Kathleen J. Burke Vice Chairman and
555 California Street Personnel Relations
40th Floor Officer
San Francisco, CA 94104 BankAmerica Corporation
San Francisco, CA
(principal business:
banking and finance)
*Richard A. Clarke Retired Chairman of the
123 Mission St., Room Board and Chief
H17F Executive Officer
San Francisco, CA 94106 Pacific Gas & Electric
Company
San Francisco, CA
(principal business:
gas and electric
utility)
*David A. Coulter Chairman, President and Chief
555 California Street Executive Officer
40th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business:
banking and finance)
*Timm F. Crull Retired Chairman
c/o Hallmark Cards, Inc. Nestle USA, Inc.
1024 E. Balboa Blvd. Glendale, CA
Newport Beach, CA 92661 (principal business:
food and related
products processing)
*Kathleen Feldstein President
147 Clifton Street Economics Studies, Inc.
Belmont, MA 02178 Belmont, MA
(principal business:
economics consulting)
</TABLE>
<PAGE>
Page 16
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
*Donald E. Guinn Chairman Emeritus
Pacific Telesis Center Pacific Telesis Group
130 Kearny St., San Francisco, CA
Room 3704 (principal business:
San Francisco, CA 94108 telecommunications)
*Frank L. Hope Consulting Architect
2726 Shelter Island Dr. San Diego, CA
Suite 250 (principal business:
San Diego, CA 92106 architecture)
*Ignacio E. Lozano, Jr. Chairman
411 West Fifth St., La Opinion
12th Floor Los Angeles, CA
Los Angeles, CA 90013 (principal business:
newspaper publishing)
*Walter E. Massey President
Office of the President Morehouse College
830 Westview Drive., S.W. Atlanta, GA
Atlanta, GA 30314 (principal business:
education)
Jack L. Meyers Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Michael J. Murray Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
</TABLE>
<PAGE>
Page 17
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Michael E. O'Neill Vice Chairman and Chief
555 California Street Financial Officer
40th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business:
banking and finance)
Thomas E. Peterson Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*John M. Richman Of Counsel to the law
227 West Monroe Street firm of Wachtell,
Suite 4825 Lipton, Rosen & Katz
Chicago, IL 60606 Chicago, IL
(principal business:
law)
*Richard M. Rosenberg Retired Chairman and
555 California Street Chief Executive
5th Floor Officer
San Francisco, CA 94104 BankAmerica Corporation
San Francisco, CA
(principal business:
banking and finance)
Michael E. Rossi Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*A. Michael Spence Dean of Graduate School
Memorial Way, Room 140 of Business
Stanford, CA 94305 Stanford University
Stanford, CA
(principal business:
education)
</TABLE>
<PAGE>
Page 18
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Martin A. Stein Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*Solomon D. Trujillo President and Chief
1801 California Street Executive Officer
52nd Floor US West Communications
Denver, CO 80202 Group
Denver, CO
(principal business:
communications)
</TABLE>
<PAGE>
Page 19
EXHIBIT 4
BANKAMERICA CORPORATION
DIRECTOR AND EXECUTIVE OFFICERS INFORMATION
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of BankAmerica Corporation
(directors are indicated by asterisk). Each such person is a citizen of the
United States.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
*Joseph F. Alibrandi Chairman of the Board
1955 North Surveyor Ave. Whittaker Corporation
Simi Valley, CA 93063 Simi Valley, CA
(principal business:
aerospace
manufacturing)
*Jill E. Barad President Chief
333 Continental Blvd. Operating Officer
15th Floor Mattel, Inc.
El Segundo, CA 90245 El Segundo, CA
(principal business:
toy maker)
*Peter B. Bedford Chairman of the Board
270 Lafayette Circle and Chief Executive
Lafayette, CA 94549 Officer
Bedford Property
Investors, Inc.
Lafayette, CA
(principal business:
real estate investment
trust)
*Andrew F. Brimmer President
4400 MacArthur Blvd., Brimmer & Company, Inc.
N.W. Washington, D.C.
Suite 302 (principal business:
Washington, D.C. 20007 economic and
financial consulting)
</TABLE>
<PAGE>
Page 20
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Kathleen J. Burke Vice Chairman and
555 California Street Personnel Relations
40th Floor Officer
San Francisco, CA 94104 BankAmerica Corporation
San Francisco, CA
(principal business:
banking and finance)
*Richard A. Clarke Retired Chairman of the
123 Mission St., Room Board and Chief
H17F Executive Officer
San Francisco, CA 94106 Pacific Gas &
Electric Company
San Francisco, CA
(principal business:
gas and electric
utility)
*David A. Coulter Chairman, President and Chief
555 California Street Executive Officer
40th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business:
banking and finance)
*Timm F. Crull Retired Chairman
c/o Hallmark Cards, Inc. Nestle USA, Inc.
1024 E. Balboa Blvd. Glendale, CA
Newport Beach, CA 92661 (principal business:
food and related
products processing)
*Kathleen Feldstein President
147 Clifton Street Economics Studies, Inc.
Belmont, MA 02178 Belmont, MA
(principal business:
economics consulting)
</TABLE>
<PAGE>
Page 21
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
*Donald E. Guinn Chairman Emeritus
Pacific Telesis Center Pacific Telesis Group
130 Kearny St., San Francisco, CA
Room 3704 (principal business:
San Francisco, CA 94108 telecommunications)
*Frank L. Hope Consulting Architect
2726 Shelter Island Dr. San Diego, CA
Suite 250 (principal business:
San Diego, CA 92106 architecture)
*Ignacio E. Lozano, Jr. Chairman
411 West Fifth St., La Opinion
12th Floor Los Angeles, CA
Los Angeles, CA 90013 (principal business:
newspaper publishing)
*Walter E. Massey President
Office of the President Morehouse College
830 Westview Drive., S.W. Atlanta, GA
Atlanta, GA 30314 (principal business:
education)
Jack L. Meyers Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Michael J. Murray Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
</TABLE>
<PAGE>
Page 22
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Michael E. O'Neill Vice Chairman and
555 California Street Chief Financial
40th Floor Officer
San Francisco, CA 94104 BankAmerica Corporation
San Francisco, CA
(principal business:
banking and finance)
Thomas E. Peterson Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*John M. Richman Of Counsel to the law
227 West Monroe Street firm of Wachtell,
Suite 4825 Lipton, Rosen & Katz
Chicago, IL 60606 Chicago, IL
(principal business:
law)
*Richard M. Rosenberg Retired Chairman and
555 California Street Chief Executive Officer
5th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business:
banking and finance)
Michael E. Rossi Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*A. Michael Spence Dean of Graduate School
Memorial Way, Room 140 of Business
Stanford, CA 94305 Stanford University
Stanford, CA
(principal business:
education)
</TABLE>
<PAGE>
Page 23
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Martin A. Stein Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*Solomon D. Trujillo President and Chief
1801 California Street Executive Officer
52nd Floor US West Communications
Denver, CO 80202 Group
Denver, CO
(principal business:
communications)
</TABLE>
<PAGE>
PAGE 24
EXHIBIT 5
UNITED STATES AIRLEASE HOLDING, INC.
DIRECTOR AND EXECUTIVE OFFICERS INFORMATION
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of United States Airlease
Holding, Inc (directors are indicated by asterisk). Each such person is a
citizen of the United States and director of United States Airlease Holding,
Inc.
<TABLE>
<CAPTION>
NUMBER NATURE OF
NAME AND OF UNITS BENEFICIAL
BUSINESS ADDRESS PRINCIPAL OCCUPATION OWNED OWNERSHIP
---------------- -------------------- ----------- -----------
<S> <C>
*David B. Gebler Senior Vice President 700 (1)
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Candace L. Hage Senior Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*Richard V. Harris Chairman of the Board and President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Terri L. Kwiatek Senior Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Durian D. Pingree Senior Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
Richard A. Rodgers Senior Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*K. Thomas Rose Executive Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
</TABLE>
(1) Includes 200 units held by Mr. Gebler as custodian for a minor child as to
which Mr. Gebler has shared voting and investment power and as to which
beneficial ownership is disclaimed.
<PAGE>
PAGE 25
<TABLE>
<CAPTION>
NUMBER NATURE OF
NAME AND OF UNITS BENEFICIAL
BUSINESS ADDRESS PRINCIPAL OCCUPATION OWNED OWNERSHIP
---------------- -------------------- -------- ---------
<S> <C>
Richard C. Walter Senior Vice President
555 California Street San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
</TABLE>
<PAGE>
Page 26
EXHIBIT 8
AGREEMENT TO FILE JOINTLY
The undersigned hereby agrees as follows:
(i) Each of them is individually eligible to use the Schedule 13D to
which this Exhibit is attached, and such Amendment No. 1 to Schedule 13D is
filed on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of such
Amendment No. 1 to Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such person contained
therein; but none of them is responsible for the completeness or accuracy of the
information concerning the other persons making the filing, unless such person
knows or has reason to believe that such information is inaccurate.
Dated: November 8, 1996
BANKAMERICA CORPORATION
By /s/ David A. Thrailkill
---------------------------
Name: David A. Thrailkill
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ David A. Thrailkill
--------------------------
Name: David A. Thrailkill
Title: Vice President
SECURITY PACIFIC EQUIPMENT LEASING, INC.
By /s/ Jerome A. Moskovitz
--------------------------
Name: Jerome A. Moskovitz
Title: Vice President
BA LEASING & CAPITAL CORPORATION
By /s/ Jerome A. Moskovitz
--------------------------
Name: Jerome A. Moskovitz
Title: Vice President
UNITED STATES AIRLEASE HOLDING, INC.
By /s/ David B. Gebler
--------------------------
Name: David B. Gebler
Title: Senior Vice President
