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
March 27, 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 March 25,
2002.
2
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: March 27, 2002 /s/ Roy M. Dantzic*
----------------------------------
Director and Officer
Date: March 27, 2002 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
----------------------------------
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
----------------------------------
Attorney-in-Fact
3
EXHIBIT INDEX
Exhibit A - Press Release
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S. Trust
4
Exhibit A
- -------------------------------------------------------------------------------
[STANDARD & POOR'S LOGO] STRUCTURED FINANCE
- -------------------------------------------------------------------------------
Publication date: March 25, 2002
Reprinted from RatingsDirect
C, D Notes of Aircraft Securitization APTT Downgraded and Remain on Watch Neg
Analyst: Sean Hannigan, London (44) 20-7826-3783; Irene Ho-Moore, London (44)
20-7826-3532; Philip Baggaley, CFA, New York (1) 212-438-7683; Michael K
Vernier, Esq. , New York (1) 212-438-6629
Analytical e-mail addresses: sean_hannigan@standardandpoors.com,
irene_homoore@standardandpoors.com, phil_baggaley@standardandpoors.com,
michael_vernier@standardandpoors.com, and
StructuredFinanceEurope@standardandpoors.com
- -------------------------------------------------------------------------------
LONDON (Standard & Poor's) March 25, 2002--Standard & Poor's said today
that it lowered its ratings on Airplanes Pass-Through Trust's class C and
D notes, following continued weak cash flow, and the resulting
reallocation of principal cash flows from the class C and D notes in favor
of the class A notes. The class C and D notes remain on CreditWatch with
negative implications where they were placed on Sept. 27, 2001.
At the same time, Standard & Poor's affirmed the ratings on the class A
and B notes (see list below).
Airplanes Pass-Through Trust is the largest aircraft operating lease
securitization rated by Standard & Poor's with 188 aircraft in the
portfolio, and approximately $2.73 billion of rated notes outstanding. The
transaction closed in March 1996 and in March 1998 and March 2001 there
were two re-financings of certain classes of notes.
Prior to Sept. 11, 2001, Airplanes Pass-Through Trust suffered from
somewhat poorer cash flow performance than was originally expected. With
current market trends in the aircraft industry, Standard & Poor's expects
performance to be further affected. Also, annual appraisal values for the
past two years have come in under those assumed for this transaction. As a
direct consequence of these lower appraisal values, income has been
redirected to pay down the class A notes, effectively locking out any
payments of principal on the class C and D notes. Any future principal
payments on these notes will depend on the class A notes reaching their
targeted loan-to-value ratio.
Airplanes Pass-Through Trust benefits from a wide diversification of
aircraft types and airline lessees. The aircraft portfolio includes,
however, a significant proportion of mostly older planes. For example, 29%
of the portfolio's value is in various McDonnell Douglas aircraft, 6% in
Fokker 100s, and 5% in turboprop regional aircraft. These have been
particularly hard hit by events in the airline industry. Only 11% of value
(all A320-200s) is represented by the latest technology generation of
narrowbody planes, whose values and lease rates have held up best in the
current adverse environment. In the coming year, the servicer (G.E.
Capital Aviation Services) will have to re-market more than one-quarter of
the portfolio. Standard & Poor's expects to see lower lease rates realized
on most of these aircraft, and some delay in re-leasing is also likely.
Sources of liquidity are maintained at quite a high level in this
transaction, and one of the facilities is available to cover interest
payments on the class C and D notes.
The ratings on the notes in this transaction and the CreditWatch situation
will continue to be closely monitored.
OUTSTANDING RATINGS LOWERED
Airplanes Pass-Through Trust
$775 Million* Pass-Through Certificates Series 96-1
Class Rating
To From
C BB+/Watch Neg BBB/Watch Neg
D B-/Watch Neg BB/Watch Neg
OUTSTANDING RATINGS AFFIRMED
Airplanes Pass-Through Trust
$2.637 Billion* Pass-Through Certificates Series 96-1
Class Rating
A AA
B A
*Initial outstanding amount of remaining classes.
--------------------------------------------------------------------------
This report was reproduced from Standard & Poor's RatingsDirect, the
premier source of real-time, Web-based credit ratings and research from an
organization that has been a leader in objective credit analysis for more
than 140 years. To preview this dynamic on-line product, visit our
RatingsDirect Web site at www.standardandpoors.com/ratingsdirect. Standard
& Poor's. Setting The Standard.
--------------------------------------------------------------------------
Standard & Poor's
A Division of The McGraw Hill Companies [logo]
Published by Standard & Poor's, a Division of The McGraw-Hill Companies,
Inc. Executive offices: 1221 Avenue of the Americas, New York, NY 10020.
Editorial offices: 55 Water Street, New York, NY 10041. Subscriber
services: (1) 212-438-7280. Copyright 2002 by The McGraw-Hill Companies,
Inc. Reproduction in whole or in part prohibited except by permission. All
rights reserved. Information has been obtained by Standard & Poor's from
sources believed to be reliable. However, because of the possibility of
human or mechanical error by our sources, Standard & Poor's or others,
Standard & Poor's does not guarantee the accuracy, adequacy, or
completeness of any information and is not responsible for any errors or
omissions or the result obtained from the use of such information. Ratings
are statements of opinion, not statements of fact or recommendations to
buy, hold, or sell any securities.
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
------------------------------
William M. McCann
Witness: /s/ A.Syvret
-----------------------------
Dated: 14 June 1999 /s/ Roy M. Dantzic
------------------------------
Roy M. Dantzic
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Hugh R. Jenkins
------------------------------
Hugh R. Jenkins
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Richard E. Cavanagh
-----------------------
Richard E. Cavanagh
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Brian T. Hayden
------------------------------
Brian T. Hayden
Witness: /s/ A.Syvret
------------------------------
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
------------------------------
William M. McCann
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Roy M. Dantzic
------------------------------
Roy M. Dantzic
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Hugh R. Jenkins
------------------------------
Hugh R. Jenkins
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Richard E. Cavanagh
------------------------------
Richard E. Cavanagh
Witness: /s/ A.Syvret
------------------------------
Dated: 14 June 1999 /s/ Brian T. Hayden
------------------------------
Brian T. Hayden
Witness: /s/ A.Syvret
------------------------------