Page 1 of 15 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2004
AIRCRAFT LEASE PORTFOLIO SECURITISATION 92-1 LIMITED
4th Floor, Forum House
Grenville Street
St. Helier
Jersey JE2 4UF
Channel Islands
[Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.]
Yes ______ No X
The Exhibit Index to this Form 6-K is located on page 3.
Page 2 of 15 Pages
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AIRCRAFT LEASE PORTFOLIO
SECURITISATION 92-1 LIMITED
Date: December 24, 2004 By: /s/ Frederick W. Bradley, Jr.
Name: Frederick W. Bradley, Jr.
Title: Director
Page 3 of 15 Pages
EXHIBIT INDEX
Sequentially
numbered
page
Title of Document
Press Release, dated December 24, 2004, regarding Letter of Intent
Executed to Sell All Aircraft................................... 4
Notice to Class D Noteholders dated December 24, 2004............6
Notice to Class E Noteholders dated December 24, 2004...........11
Page 4 of 15 Pages
Press Release 24 December 2004
AIRCRAFT LEASE PORTFOLIO SECURITISATION 92-1 LIMITED
PRESS RELEASE
Letter of Intent Executed to Sell All Aircraft
Aircraft Lease Portfolio Securitisation 92-1 Limited (the "Company") and a
wholly owned subsidiary of an investment grade entity (the "Purchaser") have
entered into a Letter of Intent, dated 24 December 2004, whereby the Company
has agreed, subject to final contract and to the pre-emption rights of the
Class D and Class E Noteholders, to sell all nine of its aircraft (as a
single portfolio) to the Purchaser for U.S.$90,000,000 (the "Purchase Price")
payable in cash.
As discussed in the Company's Annual Report on Form 20-F (the "Annual
Report"), filed with the United States Securities and Exchange Commission on
1 October 2004, prior to 27 December 2004 the Deed of Charge required
(subject to limited exceptions) that any sale of an aircraft owned by the
Company be for a sale price at least equal to the Class C Note Target Price,
currently approximately U.S.$156,829,820 in aggregate for the nine aircraft.
Since 11 September 2001, the Company has been able to satisfy this
requirement in connection with the sale of only two aircraft. The Deed of
Charge however, provides that beginning 27 December 2004 the minimum sale
price required for any sale of the aircraft decreases to the Class A Note
Target Price, currently approximately U.S.$77,206,166 in aggregate.
Based on this changed requirement, the difficult market in the aircraft
industry generally, the upcoming legal final maturity date of all classes of
the Notes in June 2006 and other related factors, the Company's Board of
Directors requested that the Servicer, Babcock & Brown Limited, undertake an
extensive marketing campaign to sell the aircraft on or after 27 December
2004 at a price in excess of the Class A Note Target Price and at the highest
price achievable so as to maximize value to all Noteholders. In accordance
with this request, the Servicer distributed sale information to 62 potential
bidders and in due course received several competitive bids. The Board of
Directors determined to sell the aircraft to the Purchaser after review of
each of the bids and consideration of the bid prices, the Servicer's
recommendations, and various other factors, such as whether the bidders would
require outside financing to successfully complete their purchase.
Although the Company has entered into a binding Letter of Intent with the
Purchaser and expects the sale to proceed in accordance with the Letter of
Intent, the purchase remains subject to final contract and to the pre-emption
rights of the Class D and Class E Noteholders. The Deed of Charge provides
that if the Company's aircraft are to be sold at a price below the Class D
and Class E Note Target Prices, currently approximately U.S.$199,802,829 and
U.S.$339,572,717 in the aggregate, respectively, each of the Class D and
Class E Noteholders shall have the right to pre-empt the sale to the
prospective purchaser by providing an irrevocable written notice to the
Company that within 90 days of such notice it will purchase the aircraft at
102% of the agreed purchase price. In accordance with the requirements of
the Deed of Charge, the Company provided notice on 24 December 2004 to the
Class D and Class E Noteholders of the prospective sale to the Purchaser.
The Deed of Charge provides that this pre-emption right shall remain open for
30 days from the date the Company provided such notice. The Class D and Class
E Noteholders therefore have until 23 January 2005 to provide a pre-emption
notice to the Company. Copies of the Company's notices to the Class D and
Class E Noteholders are attached to this Press Release.
On the basis of the agreed Purchase Price, after the sale of all aircraft has
been completed the holders of Class A Notes will be repaid all outstanding
principal, the holders of the Class B Notes will be repaid a portion of
outstanding principal and the holders of the Class C, Class D and Class E
Notes will receive no further repayments of principal. The Company expects
that the aircraft delivery dates will be staggered over several months. As
the Company receives cash for each aircraft delivery, the cash will be
distributed on the next following Payment Date in accordance with the
priority of payments provided in the Deed of Charge. Following delivery of
the last of the aircraft, the Company will wind up its affairs and terminate
its operations in accordance with the laws of Jersey.
Page 5 of 15 Pages
Forward-Looking Statements and Defined Terms
This Press Release contains forward-looking statements that involve risks and
uncertainties. In most cases, you can identify forward-looking statements by
terminology such as "may," "should," "expects," "plans," "anticipates,"
"believes," "estimates," "predicts," "potential" or "continue" or the
negative of such terms or similar terminology. Such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and actual results may differ materially from those in the
forward-looking statements.
All capitalized terms used in this Press Release and not defined herein have
the meanings ascribed to them in the Annual Report.
Each class of Notes has been issued pursuant to the Deed of Charge. Holders
of each class of the Pass Through Certificates, Series A referenced on the
cover page of the Annual Report derive their right to payments from the
payments due on the related class of the Notes. Therefore, all references to
Noteholders, Notes and any class thereof throughout this Press Release should
be read to apply equally to the Certificateholders, Certificates and any
class thereof, respectively.
Further Information
For further information you may contact the Servicer at the address below.
Colm Barrington
Babcock & Brown Limited
West Pier
Dun Laoghaire
Co Dublin
Ireland
Phone: + 353 1 231 1900
Fax: + 353 1 231 1901
E-mail: colm.barrington@babcockbrown.com
24 December 2004
Page 6 of 15 Pages
Deutsche Bank Trust Company Americas
as trustee of the ALPS 96-1 Trust
60 Wall Street
26th Floor - MS NYC60 - 2606
New York
NY 10005
Attention: Corporate Trust and Agency Services
- Structured Finance Services
Fax: +1 212 797 8606
24 December 2004
Dear Sirs
Deed of Charge, Assignment and Priorities dated 27 June 1996 between,
inter alia, Aircraft Lease Portfolio Securitisation 92-1 Limited (the
Company) and Deutsche Trustee Company Limited (the Deed of Charge)
Proposed sale of a portfolio of nine aircraft
1. We refer to the Deed of Charge. This notice constitutes both a
"Class D Preliminary Sale Notice" and a "Class D Secondary Sale Notice",
each as defined in Clause 10.10(e)(ii) of the Deed of Charge. The text of
Clause 10.10(e)(ii) of the Deed of Charge is set out in Appendix 1 to this
notice.
2. In accordance with Clause 10.10(e)(ii) of the Deed of Charge, the
Company hereby gives you notice, in your capacity as holder of all of the
outstanding Class D Notes issued by the Company, that the Company has
received a bona fide offer from a wholly owned subsidiary of an investment
grade entity (the Purchaser) with respect to the proposed purchase by the
Purchaser of the nine aircraft set out in Appendix 2 to this notice (the
Aircraft).
3. The purchase price in respect of the Aircraft is US$90,000,000 (the
Purchase Price). The Purchase Price is less than the "Class D Note Target
Price" for the Aircraft as referred to in Clause 10.10(e)(ii) of the Deed
of Charge. The Class D Note Target Price has been calculated by Deutsche
Bank Trust Company Americas, as Cash Manager of the Company, as being
US$199,802,829 as at 15 December 2004.
Page 7 of 15 Pages
4. The Purchase Price is "gross" in terms of security deposits and
maintenance reserves, and assumes that on the date of transfer of title to
the Aircraft by the Company to the Purchaser, the Company will transfer to
the Purchaser (or the Purchaser will deduct from the Purchase Price) the
cash security deposit (if any) and all maintenance reserves held on that
date for that Aircraft by the Company or the relevant subsidiary of the
Company. Details of these security deposits and maintenance reserves are
available upon request from the Administrative Agent of the Company whose
contact details are set out in paragraph 9 below.
5. In accordance with Clause 10.10(e)(ii) of the Deed of Charge, the
Company hereby also gives you notice, in your capacity as the holder of
the outstanding Class D Notes issued by the Company, that the Company has
entered into a letter of intent with respect to the sale of the Aircraft
by the Company to the Purchaser.
6. As the holder of all the outstanding Class D Notes issued by the
Company, you are granted an option, pursuant to Clause 10.10(e)(ii) of the
Deed of Charge, to purchase the Aircraft in accordance with the terms of
such Clause.
7. If you wish to exercise such option, you are required pursuant to
Clause 10.10(e)(ii) of the Deed of Charge to give irrevocable written
notice to the Company's Administrative Agent at the address given below
(with a copy to Babcock & Brown Limited as Servicer and Deutsche Trustee
Company Limited as Security Trustee) on or prior to 23 January 2005, being
30 days after the date of your receipt of this document (which you will be
deemed to have received on 24 December 2004).
8. Pursuant to Clause 10.10(f)(ii) of the Deed of Charge each holder of
Class E Notes issued by the Company is also granted an option to purchase
the Aircraft and the option granted to you as holder of all outstanding
Class D Notes is subject to the exercise by any Class E Noteholder of its
option under Clause 10.10(f)(ii). A notice has accordingly also been sent
today to the holder of the Class E Notes in accordance with Clause
10.10(f)(ii) of the Deed of Charge.
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9. If you wish to clarify any matter relating to the proposed sale of
the Aircraft or your rights as Class D Noteholder, the Administrative
Agent of the Company, Mourant & Co. Limited, can be contacted at 22
Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands (Tel: +44
1534 609 000; Fax: +44 1534 609 333; Attention: Daniel Le Blancq).
Yours faithfully,
________________
For and on behalf of
Aircraft Lease Portfolio Securitisation 92-1 Limited
Page 9 of 15 Pages
Appendix 1
CLAUSE 10.10(e)(ii) OF THE DEED OF CHARGE
"The Company or the Security Trustee, when the Security Trustee is acting
pursuant to Clause 8.03 of this Deed, shall provide written notice (a
Class D Preliminary Sale Notice) to each Class D Noteholder of any bona
fide offer received by the Company, any ALPS Subsidiary or any Special
Lessor or the Security Trustee from a prospective purchaser with respect
to the proposed purchase of an Aircraft at a price that is less than the
Class D Note Target Price for such Aircraft other than any such offer made
in connection with a Public Sale. In the event the Company, any ALPS
Subsidiary or any Special Lessor or the Security Trustee enters into a
letter of intent with such prospective purchaser with respect to the sale
of such Aircraft at a price that is less than the Class D Note Target
Price, the Company, or the Security Trustee when the Security Trustee is
acting pursuant to Clause 8.03 of this Deed, shall provide written notice
thereof (a Class D Secondary Sale Notice) to each Class D Noteholder.
Other than in the case of a Public Sale, each Class D Noteholder shall
have the right to purchase for U.S. Dollars cash such Aircraft at a price
equal to 102% of the price at which the Company, any ALPS Subsidiary or
any Special Lessor (or the Security Trustee when acting pursuant to
Clause 8.03 of this Deed) proposes to sell such Aircraft subject to the
exercise by any Class E Noteholder of its right to purchase under Clause
10.10(f) below and the right of any Class D Noteholder to purchase under
Clause 10.10(e)(i) above, and provided that the Company or the Security
Trustee (when acting pursuant to Clause 8.03 of this Deed), as the case
may be, delivered a Class D Secondary Sale Notice with respect thereto.
Such right may be exercised in respect of any Aircraft, if at all, by
irrevocable written notice to the Company (with a copy to the Servicer and
the Security Trustee) delivered on or prior to the later of (x) 30 days
after the Class D Noteholder's receipt of the Class D Preliminary Sale
Notice with respect thereto and (y) 11 Business Days after the Class D
Noteholder's receipt of the Class D Secondary Sale Notice with respect
thereto. After receipt of such notice by the Company, the Company, such
ALPS Subsidiary, such Special Lessor or the Security Trustee, as
applicable, shall sell, or cause to be sold, and the first notifying Class
D Noteholder shall purchase, such Aircraft at such price pursuant to a
sale agreement substantially in the form of Exhibit S, with such changes
thereto as the Board (or the Security Trustee when acting pursuant to
Clause 8.03 of this Deed) may approve. Any sale pursuant to this
Clause 10.10(e)(ii) will be consummated within 90 days of receipt by the
Company of the notice exercising such right to purchase such Aircraft. In
addition to the foregoing, if the Company, any ALPS Subsidiary, any
Special Lessor or the Security Trustee proposes to sell an Aircraft by
bids at a public sale (a Public Sale) it shall notify each Class D
Noteholder of the proposed Public Sale at least 11 Business Days prior
thereto or, if earlier, on the date on which it first publishes notice of
such sale."
Page 10 of 15 Pages
Appendix 2
AIRCRAFT
1. one Boeing 767-300ER aircraft bearing manufacturer's serial number 24952
2. one Boeing 767-300ER aircraft bearing manufacturer's serial number 25000
3. one Boeing 737-400 aircraft bearing manufacturer's serial number 23869
4. one Boeing 737-400 aircraft bearing manufacturer's serial number 24519
5. one MD-83 aircraft bearing manufacturer's serial number 49786
6. one MD-83 aircraft bearing manufacturer's serial number 49785
7. one Boeing 737-400 aircraft bearing manufacturer's serial number 23870
8. one Boeing 737-500 aircraft bearing manufacturer's serial number 24898
9. one Boeing 757-200 aircraft bearing manufacturer's serial number 25054
Page 11 of 15 Pages
Whirlpool Financial Corporation
553 Benson Road
Benton Harbour
Michigan 49022
Attention: Robert LaForest
Fax: +1 269 923 3919
24 December 2004
Dear Sirs
Deed of Charge, Assignment and Priorities dated 27 June 1996 between,
inter alia, Aircraft Lease Portfolio Securitisation 92-1 Limited (the
Company) and Deutsche Trustee Company Limited (the Deed of Charge)
Proposed sale of a portfolio of nine aircraft
1. We refer to the Deed of Charge. This notice constitutes both a
"Class E Preliminary Sale Notice" and a "Class E Secondary Sale Notice",
each as defined in Clause 10.10(f)(ii) of the Deed of Charge. The text of
Clause 10.10(f)(ii) of the Deed of Charge is set out in Appendix 1 to this
notice.
2. In accordance with Clause 10.10(f)(ii) of the Deed of Charge, the
Company hereby gives you notice, in your capacity as holder of all of the
outstanding Class E Notes issued by the Company, that the Company has
received a bona fide offer from a wholly owned subsidiary of an investment
grade entity (the Purchaser) with respect to the proposed purchase by the
Purchaser of the nine aircraft set out in Appendix 2 to this notice (the
Aircraft).
3. The purchase price in respect of the Aircraft is US$90,000,000 (the
Purchase Price). The Purchase Price is less than the "Class E Note Target
Price" for the Aircraft as referred to in Clause 10.10(f)(ii) of the Deed
of Charge. The Class E Note Target Price has been calculated by Deutsche
Bank Trust Company Americas, as Cash Manager of the Company, as being
US$339,572,716 as at 15 December 2004.
Page 12 of 15 Pages
4. The Purchase Price is "gross" in terms of security deposits and
maintenance reserves, and assumes that on the date of transfer of title to
the Aircraft by the Company to the Purchaser, the Company will transfer to
the Purchaser (or the Purchaser will deduct from the Purchase Price) the
cash security deposit (if any) and all maintenance reserves held on that
date for that Aircraft by the Company or the relevant subsidiary of the
Company. Details of these security deposits and maintenance reserves are
available upon request from the Administrative Agent of the Company whose
contact details are set out in paragraph 8 below.
5. In accordance with Clause 10.10(f)(ii) of the Deed of Charge, the
Company hereby also gives you notice, in your capacity as the holder of
the outstanding Class E Notes issued by the Company, that the Company has
entered into a letter of intent with respect to the sale of the Aircraft
by the Company to the Purchaser.
6. As the holder of all the outstanding Class E Notes issued by the
Company, you are granted an option, pursuant to Clause 10.10(f)(ii) of the
Deed of Charge, to purchase the Aircraft (excluding MSN 24952) in
accordance with the terms of such Clause.
7. If you wish to exercise such option, you are required pursuant to
Clause 10.10(f)(ii) of the Deed of Charge to give irrevocable written
notice to the Company's Administrative Agent at the address given below
(with a copy to Babcock & Brown Limited as Servicer and Deutsche Trustee
Company Limited as Security Trustee) on or prior to 23 January 2005, being
30 days after the date of your receipt of this document (which you will be
deemed to have received on 24 December 2004).
Page 13 of 15 Pages
8. If you wish to clarify any matter relating to the proposed sale of
the Aircraft or your rights as Class E Noteholder, the Administrative
Agent of the Company, Mourant & Co. Limited, can be contacted at 22
Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands (Tel: +44
1534 609 000; Fax: +44 1534 609 333; Attention: Daniel Le Blancq).
Yours faithfully,
_______________
For and on behalf of
Aircraft Lease Portfolio Securitisation 92-1 Limited
Page 14 of 15 Pages
Appendix 1
CLAUSE 10.10(f)(ii) OF THE DEED OF CHARGE
"The Company or the Security Trustee, when the Security Trustee is acting
pursuant to Clause 8.03 of this Deed, shall provide written notice (a
Class E Preliminary Sale Notice) to each Class E Noteholder of any bona
fide offer received by the Company, any ALPS Subsidiary, any Special
Lessor or the Security Trustee from a prospective purchaser with respect
to the proposed purchase of an Aircraft at a price that is less than the
Class E Note Target Price for such Aircraft other than any such offer made
in connection with a Public Sale. In the event the Company, any ALPS
Subsidiary, any Special Lessor or the Security Trustee enters into a
letter of intent with such prospective purchaser with respect to the sale
of such Aircraft at a price that is less than the Class E Note Target
Price, the Company, or the Security Trustee when the Security Trustee is
acting pursuant to Clause 8.03 of this Deed, shall provide written notice
thereof (a Class E Secondary Sale Notice) to each Class E Noteholder.
Other than in the case of a Public Sale, any Class E Noteholder
(excluding, in respect of the WFC Aircraft only, WFC or any of its
affiliates) shall have the right to purchase for U.S. Dollars cash such
Aircraft at a price equal to 102% of the price at which the Company, any
ALPS Subsidiary or any Special Lessor (or the Security Trustee when acting
pursuant to Clause 8.03 of this Deed) proposes to sell such Aircraft, and
provided that the Company or the Security Trustee (when acting pursuant to
Clause 8.03 of this Deed), as the case may be, delivered a Class E
Secondary Sale Notice with respect thereto. Such right may be exercised in
respect of any Aircraft, if at all, by irrevocable written notice to the
Company (with a copy to the Servicer and the Security Trustee) delivered
on or prior to the later of (x) 30 days after the Class E Noteholder's
receipt of the Class E Preliminary Sale Notice with respect thereto and
(y) 11 Business Days after the Class E Noteholder's receipt of the Class E
Secondary Sale Notice with respect thereto. After receipt of such notice
by the Company, the Company, such ALPS Subsidiary, such Special Lessor or
the Security Trustee, as applicable, shall sell, or cause to be sold, and
the first notifying Class E Noteholder shall purchase, such Aircraft at
such price pursuant to a sale agreement substantially in the form of
Exhibit S, with such changes thereto as the Board (or the Security Trustee
when acting pursuant to Clause 8.03 of this Deed), may approve. Any sale
pursuant to this Clause 10.10(f) will be consummated within 90 days of
receipt by the Company of the notice exercising such right to purchase
such Aircraft. In addition to the foregoing, if the Company, any ALPS
Subsidiary, any Special Lessor or the Security Trustee proposes to sell an
Aircraft by bids at a public sale (a Public Sale), it shall notify each
Class E Noteholder of the proposed Public Sale at least 11 Business Days
prior thereto or, if earlier, on the date on which it first publishes
notice of such sale."
Page 15 of 15 Pages
Appendix 2
AIRCRAFT
1. one Boeing 767-300ER aircraft bearing manufacturer's serial number 24952
2. one Boeing 767-300ER aircraft bearing manufacturer's serial number 25000
3. one Boeing 737-400 aircraft bearing manufacturer's serial number 23869
4. one Boeing 737-400 aircraft bearing manufacturer's serial number 24519
5. one MD-83 aircraft bearing manufacturer's serial number 49786
6. one MD-83 aircraft bearing manufacturer's serial number 49785
7. one Boeing 737-400 aircraft bearing manufacturer's serial number 23870
8. one Boeing 737-500 aircraft bearing manufacturer's serial number 24898
9. one Boeing 757-200 aircraft bearing manufacturer's serial number 25054
