<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
MARCH 13, 1997
- --------------------------------------------------------------------------------
(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 this 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 ("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 OF 11 PAGES
<PAGE>
13D
- ----------------------- ---------------------
CUSIP NO. 009366105 PAGE 2 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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 PRUSUANT TO
5 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
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 Units
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------- ---------------------
CUSIP NO. 009366105 PAGE 3 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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 PRUSUANT TO
5 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
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 Units
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------- ---------------------
CUSIP NO. 009366105 PAGE 4 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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 PRUSUANT TO
5 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
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 Units
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------- ---------------------
CUSIP NO. 009366105 PAGE 5 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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 PRUSUANT TO
5 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
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 Units
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
13D
- ----------------------- ---------------------
CUSIP NO. 009366105 PAGE 6 OF 11 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
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 PRUSUANT TO
5 ITEM 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
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 Units
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 7 of 11 Pages
SCHEDULE 13D
Each of the undersigned hereby amends the Schedule 13D that was filed with
the Securities and Exchange Commission on September 25, 1996, and amended on
November 12, 1996, relating to the Depositary Units representing Limited
Partners' Interests ("Units") of Airlease Ltd., A California Limited Partnership
("Airlease").
The Schedule 13D is amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is amended in its entirety as follows:
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., the
general partner of Airlease ("AMSI"). 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.
Pursuant to the Purchase Agreement, on September 20, 1996 BALCAP purchased
the Units owned by USAH and on October 31, 1996 BALCAP purchased the capital
stock of USAH and AMSI.
On October 31, 1996, all directors and officers of USAH and AMSI who were
employees of USL Capital, USAH or AMSI resigned.
Pursuant to Section 8.4 of the Amended and Restated Agreement of Limited
Partnership of Airlease, dated October 10, 1986 (the "Partnership Agreement"),
USAH 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 Airlease.
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.
On March 13, 1997 the board of directors of AMSI approved a plan to
restrict the transferability of Units, which will result in
<PAGE>
Page 8 of 11 Pages
delisting of the Units from trading on the New York Stock Exchange in December
1997, and to cease making new aircraft investments, leading to an earlier than
planned liquidation of Airlease (the "Plan"). The Plan is subject to approval
by the limited partners of Airlease. BALCAP has advised AMSI that it intends to
vote its Units in favor of the Plan because it believes the Plan is the best way
to maximize value to holders of Units.
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.
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.
Item 7 is amended in its entirety as follows:
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. Directors and Executive Officers of USAH (filed as Exhibit 5 to
Amendment No. 1 to this Schedule 13D filed by the undersigned on
November 12, 1996)
6. Amended and Restated Agreement of Limited Partnership of Airlease,
dated October 10, 1986 (filed as Exhibit 3 to the Schedule 13D filed
by USAH on October 17, 1986, and incorporated herein by reference), as
amended (amendments filed as Exhibit 3.5 to Airlease's Annual Report
on Form 10-K for the year ended December 31, 1995, and incorporated
herein by reference)
7. Asset Purchase Agreement, dated as of August 5, 1996, among BALCAP,
USL Capital Corporation and Ford Motor Credit Company (filed as
Exhibit 5 to the Schedule 13D filed by USAH 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 this Schedule 13D jointly (filed as Exhibit 8 to
Amendment No. 1 to this Schedule 13D filed by the undersigned on
November 12, 1996)
9.1. Signing Authority - BankAmerica Corporation (filed as
<PAGE>
Page 9 of 11 Pages
Exhibit 8.1 to the original Schedule 13D filed by the undersigned on
September 25, 1996)
9.2. Signing Authority - Bank of America NT&SA (filed as Exhibit 8.2 to the
original Schedule 13D filed by the undersigned on September 25, 1996)
9.3. Signing Authority - Security Pacific Equipment Leasing, Inc. (filed as
Exhibit 8.3 to the original Schedule 13D filed by the undersigned on
September 25, 1996)
9.4. Signing Authority - BA Leasing & Capital Corporation (filed as Exhibit
8.4 to the original Schedule 13D filed by the undersigned on September
25, 1996)
9.5. Signing Authority - United States Airlease Holding, Inc.
10. Letter Agreement amending Asset Purchase Agreement, dated August 26,
1996, among BALCAP, USL Capital Corporation and Ford Motor Credit
Company
11. First Amendment to Asset Purchase Agreement, dated as of September
20, 1996, among BALCAP, USL Capital Corporation and Ford Motor Credit
Company
<PAGE>
Page 10 of 11 Pages
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: April 17, 1997 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 11 of 11 Pages
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 9.5. Signing Authority - United States Airlease Holding, Inc.
Exhibit 10. Letter Agreement amending Asset Purchase Agreement, dated August
26, 1996, among BALCAP, USL Capital Corporation and Ford Motor
Credit Company
Exhibit 11. First Amendment to Asset Purchase Agreement, dated as of
September 20, 1996, among BALCAP, USL Capital Corporation and
Ford Motor Credit Company
<PAGE>
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 Board
555 California Street and President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
Raymond W. McKee Executive Vice President
799 Market Street Bank of America NT&SA
8th Floor
San Francisco, CA 94103
Michael J. Murray Vice Chairman
555 California Street Bank of America NT&SA
40th Floor
San Francisco, CA 94104
K. Thomas Rose Chief Operating Officer and
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>
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 Board
555 California Street and President
4th Floor BA Leasing & Capital
San Francisco, CA 94104 Corporation
Raymond W. McKee Executive Vice President
799 Market Street Bank of America NT&SA
8th Floor
San Francisco, CA 94103
Michael J. Murray Vice Chairman
555 California Street Bank of America NT&SA
40th Floor
San Francisco, CA 94104
K. Thomas Rose Chief Operating Officer and
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>
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 and Chief
1955 North Surveyor Ave. Executive Officer
Simi Valley, CA 93063 Whittaker Corporation
Simi Valley, CA
(principal business: aerospace
manufacturing)
*Jill E. Barad President and Chief Executive Officer
333 Continental Blvd. Mattel, Inc.
15th Floor El Segundo, CA
El Segundo, CA 90245 (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. N.W. Brimmer & Company, Inc.
Suite 302 Washington, D.C.
Washington, D.C. 20007 (principal business: economic and
financial consulting)
Kathleen J. Burke Vice Chairman and Personnel Relations
555 California Street Officer
40th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and
finance)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------- -----------------------------
<S> <C>
*Richard A. Clarke Retired Chairman of the Board and
123 Mission St., Room H17F Chief Executive Officer
San Francisco, CA 94106 Pacific Gas & Electric Company
San Francisco, CA
(principal business: gas and electric
utility)
*David A. Coulter President, Chief Executive Officer and
555 California Street Chairman of the Board
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)
*Donald E. Guinn Chairman Emeritus
Pacific Telesis Center Pacific Telesis Group
130 Kearny St., Room 3704 San Francisco, CA
San Francisco, CA 94108 (principal business: telecommunications)
*Frank L. Hope Consulting Architect
2726 Shelter Island Dr. San Diego, CA
Suite 250 (principal business: architecture)
San Diego, CA 92106
*Ignacio E. Lozano, Jr. Chairman
411 West Fifth St., 12th Floor La Opinion
Los Angeles, CA 90013 Los Angeles, CA
(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)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------- -----------------------------
<S> <C>
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)
Michael E. O'Neill Vice Chairman and Chief Financial
555 California Street 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 firm of Wachtell,
227 West Monroe Street Lipton, Rosen & Katz
Suite 4825 Chicago, IL
Chicago, IL 60606 (principal business: law)
*Richard M. Rosenberg Retired Chairman and
555 California Street Chief Executive Officer
11th 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 of Business
Memorial Way, Room 140 Stanford University
Stanford, CA 94305 Stanford, CA
(principal business: education)
Martin A. Stein Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business: banking and
finance)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------- -----------------------------
<S> <C>
*Solomon D. Trujillo President and Chief Executive Officer
1801 California Street US West Communications Group
52nd Floor Denver, CO
Denver, CO 80202 (principal business: communications)
</TABLE>
4
<PAGE>
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 and Chief
1955 North Surveyor Avenue Executive Officer
Simi Valley, CA 93063 Whittaker Corporation
Simi Valley, CA
(principal business: aerospace
manufacturing)
*Jill E. Barad President and Chief Executive Officer
333 Continental Blvd. Mattel, Inc.
15th Floor El Segundo, CA
El Segundo, CA 90245 (principal business: toy maker)
*Peter B. Bedford Chairman of the Board and Chief
270 Lafayette Circle Executive Officer
Lafayette, CA 94549 Bedford Property Investors, Inc.
Lafayette, CA
(principal business: real estate
investment trust)
*Andrew F. Brimmer President
4400 MacArthur Blvd., N.W. Brimmer & Company, Inc.
Suite 302 Washington, D.C.
Washington, D.C. 20007 (principal business: economic and
financial consulting)
Kathleen J. Burke Vice Chairman and Personnel Relations
555 California Street Officer
40th Floor BankAmerica Corporation
San Francisco, CA 94104 San Francisco, CA
(principal business: banking and finance)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------ -----------------------------
<S> <C>
*Richard A. Clarke Retired Chairman of the Board and Chief
123 Mission St., Room H17F Executive Officer
San Francisco, CA 94106 Pacific Gas & Electric Company
San Francisco, CA
(principal business: gas and electric
utility)
*David A. Coulter President, Chief Executive Officer and
555 California Street Chairman of the Board
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)
*Donald E. Guinn Chairman Emeritus
Pacific Telesis Center Pacific Telesis Group
130 Kearny St., Room 3704 San Francisco, CA
San Francisco, CA 94108 (principal business: telecommunications)
*Frank L. Hope Consulting Architect
2726 Shelter Island Dr. San Diego, CA
Suite 250 (principal business: architecture)
San Diego, CA 92106
*Ignacio E. Lozano, Jr. Chairman
411 West Fifth St., 12th Floor La Opinion
Los Angeles, CA 90013 Los Angeles, CA
(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)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------ -----------------------------
<S> <C>
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)
Michael E. O'Neill Vice Chairman and Chief Financial
555 California Street 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 firm of Wachtell,
227 West Monroe Street Lipton, Rosen & Katz
Suite 4825 Chicago, IL
Chicago, IL 60606 (principal business: law)
*Richard M. Rosenberg Retired Chairman and Chief Executive
555 California Street Officer
11th 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 of Business
Memorial Way, Room 140 Stanford University
Stanford, CA 94305 Stanford, CA
(principal business: education)
Martin A. Stein Vice Chairman
555 California Street BankAmerica Corporation
40th Floor San Francisco, CA
San Francisco, CA 94104 (principal business: banking and finance)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Name and
Business Address Principal Occupation
- ------------------------------ -----------------------------
<S> <C>
*Solomon D. Trujillo President and Chief Executive Officer
1801 California Street US West Communications Group
52nd Floor Denver, CO
Denver, CO 80202 (principal business: communications)
</TABLE>
4
<PAGE>
EXHIBIT 9.5
-----------
Board of Directors November 12, 1996
United States Airlease Holding, Inc.
GENERAL OPERATING RESOLUTION (Excerpts from)
--------------------------------------------
4. 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.
<PAGE>
EXHIBIT 10
[Letter of Bank of America]
August 26, 1996
James G. Duff
Chairman and Chief Executive
USL Capital Corporation
733 Front Street
San Francisco, CA 94111
Re: Modification of Section 7.3 of the Asset Purchase Agreement
-----------------------------------------------------------
Dear Mr. Duff:
This confirms our agreement to modify Sections 7.3(a) and 7.3(h) of the
Asset Purchase Agreement dated August 5, 1996 by and among USL Capital
Corporation and Ford Motor Credit Company ("Seller"), and BA Leasing & Capital
Corporation ("Buyer"). These sub-sections are modified only to the extent
reflected in this letter. Please be advised that the capitalized terms used in
this letter shall retain the meanings assigned to them in the Asset Purchase
Agreement.
Buyer and Seller have agreed that with respect to Section 7.3(a), the 20
day time period within which Buyer has to offer employment to Employees, and the
20 day time period within which Buyer has to deliver to Seller a list of
employment offers made by Buyer, shall each be extended by five days.
The parties additionally agree that with respect to Section 7.3(h), Buyer
will also reimburse Seller for the costs actually incurred by Seller under the
Severance Plans (as described in Section 7.3(h)) with respect to up to six
Employees terminated by Seller no later than December 31, 1996.
<PAGE>
James G. Duff
August 26, 1996
Page 2
Please acknowledge your agreement to the provisions in this letter by
signing below and returning one copy to me.
Sincerely,
/s/ Terri L. Kwiatek
--------------------
Terri Kwiatek, Sr. Vice President
BA Leasing and Capital Corporation
Agreed and Accepted:
USL Capital Corporation
By: /s/ [signature]
----------------
Date: 8/26/96
----------
Ford Motor Credit Company
By: /s/ [signature]
----------------
Date:
----------
<PAGE>
EXHIBIT 11
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment")
dated as of September 20, 1996 by and among BA LEASING & CAPITAL CORPORATION, a
California corporation ("Buyer"), USL CAPITAL CORPORATION, a Delaware
corporation ("USL Capital"), and FORD MOTOR CREDIT COMPANY, a Delaware
corporation ("Ford Credit").
W I T N E S S E T H
-------------------
WHEREAS, Buyer, USL Capital and Ford Credit are party to that certain
Asset Purchase Agreement dated as of August 5, 1996 (the "Agreement";
capitalized terms used but not defined herein being used herein as therein
defined); and
WHEREAS, Buyer and Sellers desire to amend the Agreement on the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound, Buyer and USL Capital and
Ford Credit do hereby agree as follows:
1. Amendments.
----------
(a) Section 1.1(c) of the Agreement is hereby amended to read in its
entirety as follows:
"[Reserved.]"
(b) Clause (v) of the defined term "Purchased Assets" set forth in
Section 1.2 of the Agreement is hereby amended to read in its entirety as
follows:
"(v) the personal computers, printers and calculators owned by
USL Capital and used exclusively by the Transferred Employees;"
(c) The defined term "Reserves Adjustment Amount" set forth in Section
1.2 of the Agreement is hereby amended to read in its entirety as follows:
""Reserves Adjustment Amount" means, for any Transaction at any
date, the product of (i) $8,000,000 (i.e., $13,300,000 in reserves, minus
related deferred tax assets of $5,300,000) and (ii) a fraction the
numerator of which is the Base Price for such Transaction at such date
(increased, with respect to any Affordable Housing Transaction, by the
amount of capital contributions with respect thereto that are
<PAGE>
assumed to be made following the Closing in the calculation of the Base
Price therefor) and the denominator of which is $1,784,890,198. If,
following the later of the last Closing held hereunder and the last
"Closing" under the Concurrent Asset Purchase Agreement, Sellers and the
Selling Subsidiaries shall have sold to Buyer assets having, together with
those assets sold by USL Capital to SPLC pursuant to the Concurrent Asset
Purchase Agreement, an aggregate price as shown on the September 1
Statement of Aggregate Net Present Value hereunder and thereunder (as it
shall be amended from time to time to reflect the addition of any new
assets or transactions in which a Seller has acquired an interest in
accordance with the provisions of Section 6.2 and the provisions of Section
6.2 of the Concurrent Asset Purchase Agreement) in excess of
$1,784,890,198, Buyer shall pay to Seller the amount by which the Closing
Date Aggregate Adjusted Cash Price for each Closing Date was higher than it
would have been had the denominator in the fraction specified in the
preceding sentence at such Closing Dates been $1,784,890,198 plus the
additional aggregate price as shown on the September 1 Statement of
Aggregate Net Present Value hereunder and thereunder for such additional
assets, together with interest thereon from the pertinent Closing Dates at
the Agreed Rate. For all purposes of this definition, references to the
transfer of Purchased Assets from either Seller to Buyer shall be deemed to
also refer to and include transfers of "Purchased Assets" (as defined in
the Concurrent Asset Purchase Agreement) from USL Capital to SPLC and
references to the September 1 Statement of Aggregate Net Present Value
shall be deemed to also refer to and include the "September 1 Statement of
Aggregate Net Present Value" as defined in the Concurrent Asset Purchase
Agreement."
(d) Section 7.3(i) of the Agreement is hereby amended to read in its
entirety as follows:
"(i) At the Initial Closing, Buyer shall pay to USL Capital the
sum of $251,000 (the "Severance Costs Payment") to defray the allocated
severance costs of USL Capital's Central Services employees who are
partially, but not primarily, allocated to the Business."
(e) The first sentence of Section 13.8 of the Agreement is hereby
amended to read in its entirety as follows:
"Sellers shall indemnify and hold harmless Buyer and the Subsidiaries from
all sales or use, transfer, documentary, registration or other similar
Taxes imposed on or in connection with the purchase, sale or transfer of
the Purchased Assets to, and the assumption
2
<PAGE>
of the Assumed Liabilities by, Buyer pursuant to this Agreement (including,
but not limited to, any such Taxes resulting from the Section 338 Election)
and any such Taxes imposed on the transfers of the Separate Pool Assets
from a Seller to Buyer, thereafter from Buyer to SPLC and thereafter from
SPLC to DFO Partnership."
2. Tax Certificates. Buyer has executed and delivered and Holdings
----------------
and DFO Partnership shall execute and deliver certain interstate commerce,
resale exemption and sales tax exemption certificates (the "Tax Certificates")
with respect to the Contemplated Transactions under the Agreement and the
Commitment Agreement. All such Tax Certificates have been and shall be executed
and delivered in good faith, and the factual statements made therein by or on
behalf of the Persons executing the same are and shall be true and correct (it
being understood and agreed that none of such Persons shall be deemed to have
made any representation or warranty with respect to the availability of any Tax
exemption as a result of the delivery of the Tax Certificates). Sellers
acknowledge that, notwithstanding the execution and delivery of the Tax
Certificates, Sellers' obligations under Section 13.8 of the Agreement shall
remain unmodified and shall include Taxes that may be imposed in connection with
the delivery of the Tax Certificates.
3. Comair Guaranty. As of the date hereof, none of Buyer or any of
---------------
its Affiliates has been substituted for USL Capital, and USL Capital has not
been released from liability in respect of, the Guaranty Agreement listed as
Item 1 on Schedule 7.2 of the Agreement. Buyer acknowledges that,
notwithstanding the occurrence of the Initial Closing (or any Subsequent
Closing), Buyer's obligations under Section 7.2(b) of the Agreement remain
unmodified, and Buyer agrees to continue to use all reasonable efforts to effect
such substitution and release.
4. Closing Date Notice. Buyer and Sellers agree that Sellers'
-------------------
Closing Date Notice with respect to any Subsequent Closing to be held on or
prior to September 30, 1996 may be delivered later than five business days prior
to such Subsequent Closing but not later than three business days prior to such
Subsequent Closing, and that Buyer's Statement of Closing Date Aggregate Net
Present Value with respect to any such Subsequent Closing may be delivered later
than three business days prior to such Subsequent Closing but not later than one
business day prior to such Subsequent Closing.
5. General. This Amendment shall be governed by and construed in
-------
accordance with the Laws of the State of California applicable to contracts made
and performed in such State and without regard to conflicts of law doctrines.
This Amendment may be executed in one or more counterparts and by different
parties in separate counterparts. All of such counterparts shall constitute one
and the same agreement and shall become effective
3
<PAGE>
unless otherwise provided therein when one or more counterparts have been signed
by each party and delivered to the other parties. Except as expressly amended,
modified or supplemented hereby, the Agreement shall remain in full force and
effect in accordance with its terms.
IN WITNESS WHEREOF, each of Buyer and each Seller has caused this
Amendment to be executed by its duly authorized representative as of the date
first above written.
BA LEASING & CAPITAL CORPORATION
By: /s/ Terri L. Kwiatek
-----------------------
Name: Terri L. Kwiatek
Title: Senior Vice President
USL CAPITAL CORPORATION
By: /s/ James G. Duff
-----------------------
Name: James G. Duff
Title: Chairman and Chief
Executive Officer
FORD MOTOR CREDIT COMPANY
By: /s/ Thomas L. Saybolt
-----------------------
Name: Thomas L. Saybolt
Title: Attorney-in-Fact
4
