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
July 18, 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 July 17,
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: July 18, 2002 /s/ Roy M. Dantzic*
-------------------
Director and Officer
Date: July 18, 2002 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
--------------------
Controlling Trustee
and Officer
*By: /s/ Gerard Hastings
-------------------
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit A - Press Release
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S. Trust
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Exhibit A
[GRAPHIC] Moody's Investors Service Structured Finance Research
Global Credit Research Rating Action
Pulbished 17 Jul 2002
Airplanes Pass Through Trust
New York New York
Jay Elsbruck Nicolas S. Weil
Senior Vice President VP - Senior Credit Officer
Sturctured Finance Group Sturctured Finance Group
Moody's Investors Service Moody's Investors Service
Clients: 1.212.553.1653 Clients: 1.212.553.1653
MOODY'S PLACES NOTES ISSUED BY AIRPLANES PASS THROUGH TRUST UNDER REVIEW FOR
POSSIBLE DOWNGRADE
Approximately $2.7 Billion of Asset-Backed Securities Affected
Moody's Investors Service announced today that it placed under review for
possible downgrade its ratings on six classes of notes issued by Airplanes
Pass Through Trust (Airplanes).
The complete rating action is as follows:
Issuer: Airplanes Pass Through Trust
US $237 Million, Class A-6 Floating Rate Notes due March 15, 2019, rated
Aa2, on review for possible downgrade;
US $700 Million, Class A-8 Floating Rate Notes due March 15, 2019, rated
Aa2, on review for possible downgrade;
US $750 Million, Class A-9 Fixed Rate Notes due March 15, 2019, rated Aa2,
on review for possible downgrade;
US $254 Million, Class B Fixed Rate Notes due March 15, 2019, rated A2, on
review for possible downgrade;
US $349.6 Million, Class C Fixed Rate Notes due March 15, 2019, rated Ba3,
on review for possible downgrade;
US $395.1 Million, Class D Fixed Rate Notes due March 15, 2019, rated B2,
on review for possible downgrade;
Moody's said that the review on Airplanes was triggered by the reduction
in cash flows over the past nine months due to lease restructurings. It is
expected that lease collections will be further reduced due to the
implementation of restructurings, lower lease payments upon releasing of
aircraft, and lower than expected aircraft sale prices. Due to the decline
in cash receipts the issuer has stated in its quarterly report that is
possible that the transaction will be unable to make Class B interest
payments by the end of 2003.
As a result, Moody's anticipates that following the review, the rating on
the Class B Notes could fall below investment grade.
For more information, visit our website at www.moodys.com
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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
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POWER OF ATTORNEY
Each of the undersigned, being a Director and officer of Airplanes
Limited, hereby individually appoints Frank Haspel, John McMahon, Huib van
Doorn, Erwin den Dikken, Brian Marks, Gerry Hastings and Sean Brennan and each
of them, acting on behalf of debis AirFinance Financial Services (Ireland)
Limited (formerly 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.
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IN WITNESS WHEREOF, each of the undersigned has caused this Power of
Attorney to be duly executed and delivered in Jersey, Channel Islands on the
date indicated below.
Dated: June 6, 2002 /s/ William M. McCann
-----------------------
William M. McCann
Witness: /s/ Michael Walsh
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Dated: June 6, 2002 /s/ Roy M. Dantzic
-----------------------
Roy M. Dantzic
Witness: /s/ Michael Walsh
-----------------------
Dated: June 6, 2002 /s/ Hugh R. Jenkins
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Hugh R. Jenkins
Witness: /s/ Michael Walsh
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Dated: June 6, 2002 /s/ Richard E. Cavanagh
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Richard E. Cavanagh
Witness: /s/ Michael Walsh
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Dated: June 6, 2002 /s/ Brian T. Hayden
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Brian T. Hayden
Witness: /s/ Michael Walsh
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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
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POWER OF ATTORNEY
Each of the undersigned, being a Controlling Trustee and officer of
Airplanes U.S. Trust, hereby individually appoints Frank Haspel, John McMahon,
Huib van Doorn, Erwin den Dikken, Brian Marks, Gerry Hastings and Sean Brennan
and each of them, acting on behalf of debis AirFinance Financial Services
(Ireland) Limited (formerly 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 by
power of attorney 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.
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IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney
to be duly executed and delivered in Jersey, Channel Islands on the date
indicated below.
Dated: June 6, 2002 /s/ William M. McCann
-----------------------
William M. McCann
Witness: /s/ Michael Walsh
-----------------------
Dated: June 6, 2002 /s/ Roy M. Dantzic
-----------------------
Roy M. Dantzic
Witness: /s Michael Walsh
-----------------------
Dated: June 6, 2002 /s/ Hugh R. Jenkins
-------------------
Hugh R. Jenkins
Witness: /s/ Michael Walsh
-----------------------
Dated: June 6, 2002 /s/ Richard E. Cavanagh
-----------------------
Richard E. Cavanagh
Witness: /s/ Michael Walsh
-----------------------
Dated: June 6, 2002 /s/ Brian T. Hayden
-----------------------
Brian T. Hayden
Witness: /s/ Michael Walsh
-----------------------
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