<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
- -------------------------------------------------------------------------------
(Name of Issuer)
DEPOSITARY UNITS REPRESENTING LIMITED PARTNERS' INTERESTS
- -------------------------------------------------------------------------------
(Title of Class of Securities)
009366105
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(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)
September 20, 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. [X] (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
5 TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
793,750 UNITS
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
793,750 UNITS
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
793,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1622%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<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
5 TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
UNITED STATES OF AMERICA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
793,750 UNITS
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
793,750 UNITS
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
793,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1622%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
BK
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<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
5 TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
DELAWARE
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
793,750 UNITS
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
793,750 UNITS
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
793,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1622%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<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
5 TO ITEM 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 793,750 UNITS
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 793,750 UNITS
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
793,750
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
17.1622%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to Depositary Units representing Limited
Partners' Interests in Airlease Ltd., A California Limited Partnership
("Airlease"), whose principal executive offices are located at 733 Front Street,
San Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed jointly by each of the following persons: (i) BA
Leasing & Capital Corporation, a California corporation ("BALCAP"), by virtue of
its direct beneficial ownership in the Units; (ii) Security Pacific Equipment
Leasing, Inc., a Delaware corporation ("Security Pacific Leasing"), by virtue of
its ownership of all the outstanding capital stock of BALCAP; (iii) 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 (iv) BankAmerica Corporation, a Delaware
corporation ("BAC"), by virtue of its ownership of all the outstanding capital
stock of Bank of America NT&SA.
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. 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.
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 as 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 as 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.
<PAGE>
Page 7
BAC's principal place of business is located as 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 and BAC and the principal
occupations or employment of each such person are listed in Exhibits 1, 2, 3 and
4, respectively, attached hereto and incorporated herein by reference.
To the knowledge of 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 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 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
All of the funds used for BALCAP's purchase of the Units were provided by
Bank of America NT&SA. Bank of America NT&SA derived such funds from its working
capital.
ITEM 4. PURPOSE OF TRANSACTION.
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 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, alternative uses of funds and general economic
conditions), 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
BALCAP beneficially and directly owns an aggregate of 793,750 Units of
Airlease, which represents approximately 17.1622% 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 793,750
Units directly owned by BALCAP. As the parent company of Security Pacific
Leasing, Bank of
<PAGE>
Page 8
America NT&SA may be deemed a beneficial indirect owner of the same 793,750
Units directly owned by 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 793,750 Units directly owned by BALCAP and indirectly
owned by Security Pacific Leasing and Bank of America NT&SA. BALCAP acquired all
such Units on September 20, 1996 from United States Airlease Holding, Inc., a
California corporation ("USAH"), for a cash payment of $15.70 per Unit. Except
as described in Item 6 below, none of 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).
BALCAP has sole voting and dispositive power over the 793,750 Units.
By virtue of the relationship between 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 BALCAP. By
virtue of the relationship between BALCAP, Security Pacific Leasing and Bank of
America NT&SA described in Item 2 above, Bank of America NT&SA may be deemed to
possess indirect beneficial ownership of the Units beneficially owned by BALCAP.
By virtue of the relationship between 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 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 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 BALCAP.
By virtue of the relationship between 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 BALCAP. By virtue of the relationship between 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 BALCAP.
<PAGE>
Page 9
To the knowledge of BALCAP, Security Pacific Leasing, Bank of America NT&SA
and BAC, no director or executive officer of any of them owns any Units.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
BALCAP entered into an Asset Purchase Agreement, dated as of August 5, 1996
(the "Purchase Agreement"), with USL Capital Corporation ("USL Capital") and
Ford Motor Credit Company, pursuant to which BALCAP agreed to purchase from USL
Capital certain assets of USL Capital and its subsidiaries, including the Units
and all of the capital stock of USAH and Airlease Management Services, Inc.
("AMSI;" collectively, the "Airlease Purchased Assets"). The complete terms of
the transaction are set forth in the Purchase Agreement attached to this
Schedule 13D as Exhibit 6 and incorporated herein by reference.
The Purchase Agreement provides that consummation of the purchase and sale
of the Airlease Purchased Assets and the assumption of the related liabilities
which are to be assumed by BALCAP pursuant to the Purchase Agreement shall take
place at two closings. The first closing occurred on September 20, 1996 and the
second closing is scheduled to occur on October 31, 1996 (the "Second Closing").
On September 20, 1996, the Units were purchased by BALCAP and, at the second
closing, the capital stock of USAH and AMSI will be purchased by BALCAP.
At the Second Closing, USL Capital will deliver or cause to be delivered
resignations of all directors and officers of USAH and AMSI who are employees of
USL Capital, USAH or AMSI.
Pursuant to Section 8.4 of the Amended and Restated Partnership Agreement
of Airlease, dated October 10, 1986 (the "Partnership Agreement"), BALCAP has
agreed to hold 5% of the total number of Units outstanding immediately after the
initial public offering of the Units for so long as AMSI or any related entity
remains the general partner of the partnership.
Pursuant to Section 4.13 of the Partnership Agreement, AMSI agreed to use
its best efforts to maintain a net worth sufficient such that Airlease would be
taxed as a partnership for federal income tax purposes. Pursuant to the Purchase
Agreement, BALCAP has agreed to arrange for satisfaction by AMSI of the net
worth requirements of the Partnership Agreement. The complete terms governing
Airlease and its partners are set forth in the Partnership Agreement attached to
this Schedule 13D as Exhibit 5 and incorporated herein by reference.
The summaries of the terms and provisions of certain documents set forth in
Item 6 and elsewhere in this Schedule 13D are not intended to be complete and
are qualified in their entirety by reference to the terms and provisions of such
agreements, which are incorporated herein by reference.
<PAGE>
Page 10
Except as set forth in Item 6, to the knowledge of BALCAP, Security Pacific
Leasing, Bank of America NT&SA and BAC, no contracts, arrangements,
understandings or relationships (legal or otherwise) exist among the persons
named in Item 2 or between such persons and any other person with respect to any
securities of Airlease, including but not limited to transfer or voting of such
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
1. Directors and Executive Officers of BALCAP
2. Directors and Executive Officers of Security Pacific Leasing
3. Directors and Executive Officers of Bank of America NT&SA
4. Directors and Executive Officers of BAC
5. 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)
6. 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)
7. Agreement of BALCAP, Security Pacific Leasing, Bank of America NT&SA
and BAC to file Schedule 13D jointly
8.1 Signing Authority - BankAmerica Corporation
8.2 Signing Authority - Bank of America NT&SA
8.3 Signing Authority - Security Pacific Equipment Leasing, Inc.
8.4 Signing Authority - BA Leasing & Capital Corporation
<PAGE>
Page 11
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: September 25, 1996
BANKAMERICA CORPORATION
BY /s/ Judith A. Boyle
____________________________
Name: Judith A. Boyle
Title: Counsel
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By /s/ Judith A. Boyle
____________________________
Name: Judith A. Boyle
Title: Counsel
SECURITY PACIFIC EQUIPMENT LEASING, INC.
By /s/ Judith A. Boyle
____________________________
Name: Judith A. Boyle
Title: Counsel
BA LEASING & CAPITAL CORPORATION
By /s/ Judith A. Boyle
____________________________
Name: Judith A. Boyle
Title: Counsel
<PAGE>
Page 12
EXHIBIT INDEX
Exhibit 1. Directors and Executive Officers of BALCAP
Exhibit 2. Directors and Executive Officers of Security Pacific Leasing
Exhibit 3. Directors and Executive Officers of Bank of America NT&SA
Exhibit 4. Directors and Executive Officers of BAC
Exhibit 5. 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 6. 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 7. Agreement of BALCAP, Security Pacific Leasing, Bank of America
NT&SA and BAC to file Schedule 13D jointly
Exhibit 8.1 Signing Authority - BankAmerica Corporation
Exhibit 8.2 Signing Authority - Bank of America NT&SA
Exhibit 8.3 Signing Authority - Security Pacific Equipment Leasing, Inc.
Exhibit 8.4 Signing Authority - BA Leasing & Capital Corporation
<PAGE>
Page 13
EXHIBIT 1
BA LEASING & CAPITAL CORPORATION
DIRECTOR AND EXECUTIVE OFFICERS INFORMATION
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of BA Leasing & Capital
Corporation. Each such person is a citizen of the United States and director of
BA Leasing & Capital Corporation.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Richard V. Harris Chairman of the
555 California Street Board and President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
Raymond W. McKee Senior Vice President
799 Market Street and General Tax Counsel
8th Floor Finance Group --
San Francisco, CA 94103 Corporate Finance
Bank of America NT&SA
Michael J. Murray Vice Chairman
555 California Street Bank of America NT&SA
4th Floor
San Francisco, CA 94104
K. Thomas Rose Chief Operating Officer &
555 California Street Executive Vice President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
John H.K. Shannahan Executive Vice President
555 California Street USCG Division Credit
41st Floor Administration
San Francisco, CA 94104 Bank of America NT&SA
</TABLE>
<PAGE>
Page 14
EXHIBIT 2
SECURITY PACIFIC EQUIPMENT LEASING, INC.
DIRECTOR AND EXECUTIVE OFFICERS INFORMATION
The following table sets forth the names, addresses and principal
occupations of the executive officers and directors of Security Pacific
Equipment Leasing, Inc. Each such person is a citizen of the United States and
director of Security Pacific Equipment Leasing, Inc.
<TABLE>
<CAPTION>
NAME AND
BUSINESS ADDRESS PRINCIPAL OCCUPATION
---------------- --------------------
<S> <C>
Richard V. Harris Chairman of the
555 California Street Board and President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
Raymond W. McKee Senior Vice President
799 Market Street and General Tax
8th Floor Counsel
San Francisco, CA 94103 Finance Group --
Corporate Finance
Bank of America NT&SA
Michael J. Murray Vice Chairman
555 California Street Bank of America NT&SA
4th Floor
San Francisco, CA 94104
K. Thomas Rose Chief Operating Officer &
555 California Street Executive Vice President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
John H.K. Shannahan Executive Vice President
555 California Street USCG Division Credit
41st Floor Administration
San Francisco, CA 94104 Bank of America NT&SA
</TABLE>
<PAGE>
Page 15
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 16
<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 17
<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)
Luther S. Helms Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*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 18
<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 19
<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 20
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 21
<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 22
<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)
Luther S. Helms Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business:
banking and finance)
*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 23
<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 24
<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 25
EXHIBIT 7
AGREEMENT TO FILE JOINTLY
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the
Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed
on behalf of each of them; and
(ii) Each of them is responsible for the timely filing of
such 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: September 25, 1996
BANKAMERICA CORPORATION
By /s/ Judith A. Boyle
----------------------------
Name: Judith A. Boyle
Title: Counsel
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By /s/ Judith A. Boyle
----------------------------
Name: Judith A. Boyle
Title: Counsel
SECURITY PACIFIC EQUIPMENT LEASING, INC.
By /s/ Judith A. Boyle
----------------------------
Name: Judith A. Boyle
Title: Counsel
BA LEASING & CAPITAL CORPORATION
By /s/ Judith A. Boyle
----------------------------
Name: Judith A. Boyle
Title: Counsel
<PAGE>
Page 26
EXHIBIT 8.1
-----------
Board of Directors Adopted: November 1, 1993
BankAmerica Corporation Last amended: August 1, 1994
GENERAL OPERATING AND BORROWING RESOLUTION (Excerpts from)
----------------------------------------------------------
2. Any one BAC officer listed above under either the designation GROUP 1
or GROUP 2, or any member of the Legal Department of Bank of America NT&SA
holding the title of counsel or a title senior thereto be, and hereby is,
authorized to sign registrations, reports, certificates, applications and other
writings on behalf of BAC for submission to or filing with any federal, state,
local or foreign regulatory authorities, and any amendments, withdrawals, or
terminations thereof, as are deemed desirable by such officer or attorney in
connection with BAC's activities or affairs.
4126526.02
<PAGE>
Page 27
EXHIBIT 8.2
-----------
Board of Directors November 7, 1994
Bank of America NT&SA
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
2. Regulatory Matters.
------------------
(a) Any ONE of the officers of the Bank listed below under the designation
Group III, or any member of the Legal or Tax Departments of the Bank
holding the title of counsel or a title senior thereto is authorized
to sign registrations, reports, certificates, applications and other
writings on behalf of the Bank for submission to or filing with any
federal, state, local or foreign regulatory authorities, and any
amendments, withdrawals, or terminations thereof, as are deemed
appropriate by the officer or member, except for applications for
letters patent, trademarks, copyrights, service marks, and similar
matters, which are addressed in paragraph (b) below.
4126528
<PAGE>
Page 28
EXHIBIT 8.3
-----------
Board of Directors Adopted: October 22, 1992
Security Pacific Equipment Last Amended: August 14, 1995
Leasing, Inc.
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
5. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA with the title of
counsel or a title senior thereto to sign registrations, reports,
certificates, applications and other writings on behalf of this corporation
for submission to or filing with any federal, state, local or foreign
regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as the officer or attorney deems appropriate.
4143461.01
<PAGE>
Page 29
EXHIBIT 8.4
-----------
Board of Directors Adopted: February 28, 1990
BA LEASING & CAPITAL CORPORATION Last Amended: August 14, 1995
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
5. This board authorizes any officer of this corporation, or any
attorney in the Legal Department of Bank of America NT&SA with the title of
counsel or a title senior thereto to sign registrations, reports,
certificates, applications and other writings on behalf of this corporation
for submission to or filing with any federal, state, local or foreign
regulatory authorities, and any amendments, withdrawals, or terminations
thereof, as the officer or attorney deems appropriate.
4143461.02
