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
December 23, 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 issued by
Standard & Poor's on December 20, 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: December 23, 2002 /s/ Roy M. Dantzic*
------------------------
Director and Officer
Date: December 23, 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
4
Exhibit A
RATINGS DIRECT
STANDARD
& POOR'S
Research:
Senior Notes of Aircraft Securitization Airplanes Pass-Through Trust
Downgraded; Off Watch
Publication date: 20 Dec-2002
Credit Analyst: Sean Hannigan, London (44) 20-7826-3783;
Phillip Baggaley, CFA, New York (1) 212-438-7683;
Doug Frankel, New York (1) 212-438-2456;
Michael K. Vernier, Esq., New York (1) 212-438-6629
LONDON (Standard & Poor's) Dec. 20, 2002 -- Standard & Poor's Ratings Services
said today that it lowered its credit ratings on two of Airplanes Pass-Through
Trust's class A tranches. At the same time, the ratings were removed from
CreditWatch, where they had been placed on July 9, 2002 (see list below).
The ratings on the subclasses A-8 and A-9 were lowered to "AA-" from "AA".
At the same time the "AA" rating on the A-6 subclass has been affirmed. The
rating actions resulted from a thorough analysis of the transaction, which
indicates a decreased likelihood of ultimate repayment of principal on the A-8
and A-9 subclasses.
The class B, C, and D notes all remain on CreditWatch with negative
implications, where they have remained since they were downgraded on July 15,
2002, reflecting an anticipated deferral of interest on these classes in the
near future. The class B notes were first placed on CreditWatch on July 9, 2002,
and the class C and D notes on Sept. 27, 2001.
Today's actions follow an in-depth analysis of:
-- The asset quality of the aircraft types and the creditworthiness of
the airlines currently involved in this portfolio; and
-- A cash flow analysis under various stress scenarios to reflect the
current market environment.
All three subclasses of the class A notes receive interest payments at the
same level, and in no order of priority among themselves. A failure to pay
interest on any of the class A notes would therefore result in all subclasses
defaulting, by Standard & Poor's rating definition.
However, because of the large liquidity available to the class A notes no
problems of this nature are expected, and in particular not in the near term.
The principal payments to the class A notes are all currently directed towards
the A-6 subclass, and as such, it will have a materially shorter expected life
than the other two subclasses. For these reasons, and in light of the results
from Standard & Poor's analysis, a differentiation in the ratings on the A-6 and
both the A-8 and A-9 subclasses is warranted.
Airplanes Pass-Through Trust's aircraft portfolio is broadly diversified,
but somewhat weaker than average in quality among aircraft lease portfolio
securitizations. About one-quarter of the fleet's value is represented by older
planes that have lost considerable value (e.g., F100, B737-200, DC8-71F), and
another one-fifth by McDonnell Douglas planes (e.g., MD80 series and MD11) that
are losing favor. Although many of the models are widely used and thus fairly
liquid (e.g., B737-400), relatively few incorporate the most current technology
(e.g., A320s represent only 11% of value), since most of the planes were
delivered in the late 1980s and early 1990s to lessor GPA Group.
The ratings on the notes in this transaction and the CreditWatch situation
will continue to be closely monitored.
RATINGS LIST
Airplanes Pass-Through Trust
$2.3 Billion Floating-Rate Pass-Through Certificates*
Class Rating
To From
A-6 AA AA/Watch Neg
A-8 AA- AA/Watch Neg
A-9 AA- AA/Watch Neg
$337 Million Floating-Rate Pass-Through Certificates*
Class Rating
B CCC/Watch Neg
$775 Million Fixed-Rate Pass-Through Certificates*
Class Rating
C CCC/Watch Neg
D CCC/Watch Neg
*Initial outstanding amount of remaining classes.
ANALYST E-MAIL ADDRESSES
sean_hannigan@standardandpoors.com
phil_baggaley@standardandpoors.com
douglas_frankel@standardandpoors.com
michael_vernier@standardandpoors.com
StructuredFinanceEurope@standardandpoors.com
Copyright(C)1994-2002 Standard & Poor's, a division of The McGraw-Hill
Companies. All Rights Reserved. Private Policy
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 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.
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
--------------------------
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 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.
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
--------------------------