SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
February 15, 2002
(Date of Earliest Event Reported)
AIRPLANES LIMITED AIRPLANES U.S. TRUST
(Exact Name of Registrants as Specified in Memorandum of Association or Trust
Agreement)
Jersey, Channel Islands Delaware
(State or Other Jurisdiction of Incorporation or Organization)
33-99970-01 13-3521640
(Commission File (IRS Employer
Number) Identification No.)
Airplanes Limited Airplanes U.S. Trust
22 Grenville Street 1100 North Market Street
St. Helier Rodney Square North
Jersey, JE4 8PX Wilmington, Delaware
Channel Islands 19890-0001
(011 44 1534 609 000) (1-302-651-1000)
(Addresses and Telephone Numbers, Including Area Codes, of
Registrants' Principal Executive Offices)
Item 5. Other Events
Attached hereto as Exhibit A is a copy of a Press Release dated February
15, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by
the undersigned hereto duly authorized.
AIRPLANES LIMITED
Date: February 15, 2002 /s/ Roy M. Dantzic*
-------------------
Director and Officer
Date: February 15, 2002 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
-------------------
Controlling Trustee
and Officer
*By: /s/ Patrick J. Dalton
----------------------
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit A - Press Release dated February 15, 2002
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S. Trust
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Exhibit A
AIRPLANES GROUP
debis AirFinance House, Shannon, Ireland
Telephone: +353 61 360000 Fax: 353 61 360113
PRESS RELEASE
Under the terms of the Airplanes Notes, Airplanes Group ("the Company") is
required annually to commission an appraisal of the Company's fleet. A
consequence of this appraisal is to redirect, when required, certain cashflows
to the Class A Notes (i.e., via the Class A Principal Adjustment Amount).
Reductions in appraised values cannot directly affect interest payments to be
made on Class A, B, C and D Notes but can cause the deferral of targeted
principal payments on the Class C and D Notes and the suspension of interest
payments on the Class E Notes until such time as the Class A target loan to
value ratios implied by the terms of the Airplanes Notes have been restored.
The Indentures require the Company to obtain annual appraisals of the "base
values" of each of the Company's aircraft from at least three independent
appraisers that are members of the International Society of Transport Aircraft
Trading ("ISAT"). Since 1996, the Company has obtained its annual appraisals
from Airclaims Limited ("Airclaims"), Aircraft Information Services, Inc.
("AISI") and BK Associates ("BK"). The most recent annual appraisals (as of
January 31, 2002) obtained by the Company are: AISI ($2,753 million), BK
($2,970 million) and Airclaims ($2,687 million). The average of these three
appraisals is $2,803 million (the "2002 Appraised Value"), compared with the
$3,120 million as of January 31, 2001 (as adjusted for sales during the period
to January 31, 2002).
In the year to January 31, 2002, the annual decline in the average appraised
value was significantly greater than the decline in value implied by the
principal payment provisions included in the Airplanes Notes at the time the
Company was formed in 1996. In four of the six annual appraisals received to
date since 1996, when the Company acquired its aircraft, the annual decline was
greater than that implied by the provisions included in the Notes. In addition
the appraised values obtained from the various individual appraisers have
tended to vary in widely different amounts. In light of this experience, the
Company continues to keep under review the number and composition of appraisers
in deciding how best to comply with its appraisal obligations in the future.
Based on the appraisal dated February 18, 2000, the decline in aircraft
valuations in the year to February 2000 was approximately $15 million less than
the decline in value implied by the principal payment provisions included in
the Notes. However, as a consequence of the decline in appraised values
experienced in the year to February 1999, which was approximately $61 million
more than the decline implied by the provisions included in the Notes, combined
with the cashflow performance, Airplanes Group has continued to pay Class A
Principal Adjustment Amounts from the March 2000 Payment Date (the first
Payment Date for which the 2000 appraisal was effective). Cashflows were
sufficient on the March and April 2000 Payment Dates to pay the Class C and
Class D Scheduled Principal Amounts and the Class E Minimum Interest Amount.
However, as a result of an adverse movement in cashflow performance in the
period since the April 2000 Payment Date (which arose due to the factors
described in the Company's Forms 10-Q), available cashflows have not been
sufficient to pay all of the scheduled Class A Principal Adjustment Amounts in
the period. As a result, no payments of the Class C and Class D Scheduled
Principal Amounts have been made since the April 2000 payment date.
Consequently, at January 15, 2002, Class A Principal Adjustment Amounts
outstanding were $21.5 million and total deferrals of Class C and Class D
Scheduled Principal Amounts amounted to $29.4 million and $15.2 million
respectively. The Class E Minimum Interest Amount has also been suspended
during this period.
Based on the new appraisal dated January 31, 2002, the decline in aircraft
valuations in the year to January 2002 was approximately $156 million more than
the decline in value implied by the principal payment provisions included in
the Notes. This decline in appraised values in the year to January 2002,
combined with the decline in both the appraised values since March 1996 and the
cash performance in that period, results in an increase in the Class A
Principal Adjustment Amount outstanding at February 15, 2002 from $36.1 million
to $117.7 million.
The obligation to make payment of Class A Principal Adjustment Amount will
result in the continued reallocation of cashflows in favour of the Class A
Notes until such time as the Class A target loan to value ratios implied by the
terms of the Airplanes Notes have been restored. Accordingly, payments of the
Class C and Class D Scheduled Principal Amounts will continue to be deferred
and the current suspension of payments of the Class E Minimum Interest Amount
will also continue.
There can be no assurances that these arrears will be paid in full or that
variations in future cashflows or future appraisals will not lead to further
delays or increases in the payment of Class A Principal Adjustment Amounts or
increases in arrears of Class C and Class D Scheduled Principal Amounts.
For further information concerning the Company's results of operations, please
see its Quarterly Report on Form 10-Q for the period to December 31, 2001 which
was filed with the Securities and Exchange Commission.
Further information regarding the Appraisals:
Under the terms of the Indentures governing the Airplanes Notes, the Company is
required at the beginning of each year to obtain appraisals of the "base value"
of its aircraft from at least three independent appraisers. The appraisers
ascertained the "base value" of each aircraft on the basis of an open,
unrestricted, stable market environment as of January 31, 2002 with a
reasonable balance of supply and demand, and with full consideration of each
aircraft's "highest and best use", presuming an arm's-length, cash transaction
between willing, able and knowledgeable parties, acting prudently, with an
absence of duress and with a reasonable time available for marketing, adjusted
to account for the maintenance status of each aircraft (with certain
assumptions as to use since the last reported status). The 2002 Appraised Value
stated above does not reflect the value of leases, maintenance reserves,
security deposits or other collateral, if any, related to a particular
aircraft. An appraisal is only an estimate of value and there can be no
assurance that proceeds received upon any sale of an aircraft would approximate
the base value of that aircraft.
February 15, 2001
For further information please contact: Patrick Dalton or Paul Farrell of
Airplanes Group's Administrative Agent at tel: 353 61 360000
Exhibit B
Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.
/s/ John Banes
------------------------------
John Banes
POWER OF ATTORNEY
Each of the undersigned, being a Director and officer of Airplanes
Limited, hereby individually appoints Patrick Blaney, John Redmond, Michael
Walsh, Pat Dalton, Paul Farrell, Rose Hynes and Edward Hansom and each of them,
acting on behalf of AerFi Financial Services (Ireland) Limited, as
Administrative Agent of Airplanes Limited, his true and lawful attorney-in-fact
and agent (each an "Attorney-in-Fact"), with full power by power of attorney of
substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Director and an officer of Airplanes Limited, to sign each
Report on Form 8-K which will be filed at least monthly, provided that where
any such Report on Form 8-K is required to contain any information in addition
to or other than a copy of the relevant monthly report to certificate holders,
the contents of such Report on Form 8-K shall be notified to any one Director
of Airplanes Limited prior to the filing thereof, each such Report on Form 8-K
containing a monthly report to certificate holders to be filed monthly on or
about the 15th day of each month and each other Report on Form 8-K to be filed
within the time prescribed by the Securities and Exchange Commission (the
"SEC") upon the occurrence of certain events listed in the SEC rules and
regulations with the SEC and any amendments thereto, and to file the same with
any exhibits thereto and any other documents in connection therewith with the
SEC, granting unto said Attorney-in-Fact full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said Attorney-in-Fact, or
his substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.
Dated: 14 June 1999 /s/ William M. McCann
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William M. McCann
Witness: /s/ A.Syvret
-----------------------------
Dated: 14 June 1999 /s/ Roy M. Dantzic
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Roy M. Dantzic
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Hugh R. Jenkins
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Hugh R. Jenkins
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Richard E. Cavanagh
-----------------------
Richard E. Cavanagh
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Brian T. Hayden
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Brian T. Hayden
Witness: /s/ A.Syvret
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Exhibit C
Attached hereto is a true and correct copy of a Power of Attorney given by
each of the persons signatory thereto.
/s/ John Banes
------------------------------
John Banes
POWER OF ATTORNEY
Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Patrick Blaney, John
Redmond, Michael Walsh, Pat Dalton, Paul Farrell, Rose Hynes and Edward Hansom
and each of them, acting on behalf of AerFi Financial Services (Ireland)
Limited, as Administrative Agent of Airplanes U.S. Trust, his true and lawful
attorney-in-fact and agent (each an "Attorney- in-Fact"), with full power of
substitution and resubstitution, for him and in his name, place and stead, in
his capacity as a Controlling Trustee and an officer of Airplanes U.S. Trust to
sign each Report on Form 8-K which will be filed at least monthly, provided
that where any such Report on Form 8-K is required to contain any information
in addition to or other than a copy of the relevant monthly report to
certificate holders, the contents of such Report on Form 8-K shall be notified
to any one Controlling Trustee of Airplanes U.S. Trust prior to the filing
thereof, each such Report on Form 8-K containing a monthly report to
certificate holders to be filed monthly on or about the 15th day of each month
and each other Report on Form 8-K to be filed within the time prescribed by the
Securities and Exchange Commission (the "SEC") upon the occurrence of certain
events listed in the SEC rules and regulations with the SEC and any amendments
thereto, and to file the same with any exhibits thereto and any other documents
in connection therewith with the SEC, granting unto the said Attorney-in- Fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said Attorney-in- Fact, or his substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered on the date indicated below.
Dated: 14 June 1999 /s/ William M. McCann
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William M. McCann
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Roy M. Dantzic
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Roy M. Dantzic
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Hugh R. Jenkins
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Hugh R. Jenkins
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Richard E. Cavanagh
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Richard E. Cavanagh
Witness: /s/ A.Syvret
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Dated: 14 June 1999 /s/ Brian T. Hayden
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Brian T. Hayden
Witness: /s/ A.Syvret
------------------------------