================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- Date of Report: November 30, 2000 WILLIS LEASE FINANCE CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28774 68-0070656 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation ) Number) Identification Number) 2320 MARINSHIP WAY, SUITE 300 SAUSALITO, CALIFORNIA 94965 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (415) 331-5281 ================================================================================ This amendment is filed solely to include Exhibit 99.1 which was inadvertently omitted in the original Form 8-K filed on December 15, 2000. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated as of December 15, 2000. WILLIS LEASE FINANCE CORPORATION By: /S/ NICHOLAS J. NOVASIC ------------------------ Nicholas J. Novasic Chief Financial Officer (ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS, CONTINUED). (c) Exhibits 10.1+ First Amendment to Rights Agreement, dated as of November 30, 2000, by and between Willis Lease Finance Corporation and American Stock Transfer & Trust Company. -------------------------------------------------------------------------- 10.2+ Transition Services Agreement, dated as of November 30, 2000 by and between Willis Lease Finance Corporation and Willis Aeronautical Services, Inc. -------------------------------------------------------------------------- 10.3 Investment Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, FlightTechnics LLC, Flightlease AG, SR Technics Group and SR Technics Group America, Inc. Previously filed as Exhibit 10.1 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.4 Membership Interest Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group America, Inc. Previously filed as Exhibit 10.3 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.5 Share Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group America, Inc. Previously filed as Exhibit 10.4 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.6* Cooperation Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, Flightlease AG and SR Technics Group. Previously filed as Exhibit 10.6 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.7* Aircraft Engine Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group AG. Previously filed as Exhibit 10.7 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.8 Stockholders' Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, Charles F. Willis, IV, CFW Partners, L.P., Austin Chandler Willis 1995 Irrevocable Trust and FlightTechnics LLC. Previously filed as Exhibit 10.8 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 99.1 Press Release of Willis Lease Finance Corporation dated as of November 30, 2000. -------------------------------------------------------------------------- + Previously filed. * Confidential treatment requested of the Securities and Exchange Commission in connection with the filing of the Current Report filed on November 13, 2000.