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
April 1, 2003
(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, 2003
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: April 1, 2003 /s/ Roy M. Dantzic*
-------------------
Director and Officer
Date: April 1, 2003 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
--------------------
Controlling Trustee
and Officer
*By: /s/ Gerard Hastings
-------------------
Attorney-in-Fact
EXHIBIT INDEX
Exhibit A - Press Release
Exhibit B - Power of Attorney for Airplanes Limited
Exhibit C - Power of Attorney for Airplanes U.S. Trust
Exhibit A
STANDARD & POOR'S RATINGS DIRECT
--------------
Research:
Global Aircraft-Backed Securitizations Placed on CreditWatch
Negative
Publication date: 25-Mar-03
Credit Analyst: Ted Burbage, New York (1) 212-438-2684; Sean Hannigan,
London (44) 20-7826-3783; Herve-Pierre Flammier, Paris
(33) 1-4420-6734; Anthony Nocera, New York (1) 212-438-7125;
Philip Baggaley, CFA, New York (1) 212-438-7683
LONDON (Standard & Poor's) March 25, 2003--Standard & Poor's Ratings Services
said today it placed its credit ratings on certain debt securities of six
portfolio aircraft-backed securitizations and an aircraft-backed synthetic loan
deal on CreditWatch with negative implications. This action results in all rated
securities for all aircraft operating lease securitizations and all rated
securities for all aircraft-backed synthetic loan deals being on CreditWatch
with negative implications.
The CreditWatch placements reflect the sharp decline in operating lease
cash flow that has occurred over the past 18 months. That deterioration is
further compounded by the severe pressure on airline credit quality, aircraft
values, and lease rates due to very bad and uncertain airline industry
conditions (see the articles entitled "U.S. Airlines at the Brink of War", dated
March 19, 2003, and "Behind Standard & Poor's February 2003 Review of
Aircraft-Backed Debt", dated Feb. 28, 2003, on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at www.ratingsdirect.com).
Aircraft securitizations have been under tremendous stress over the
past 18 months as air traffic volume has declined significantly. The consequent
negative impact on aircraft values and lease rates has caused a dramatic
reduction in lease cash flows for all rated aircraft securitizations. Standard &
Poor's has taken several rating actions to reflect the ability of each
transaction to meet its obligations to pay note interest and principal on a
timely basis. However, Standard & Poor's expects that the commencement of war in
Iraq, continued risk of terrorism, and the rationalization of large airline
fleets will have a further impact on asset quality and performance of these
transactions.
Standard & Poor's expects to finalize its review and resolve the
CreditWatch placements shortly.
RATINGS LIST
Class Rating
To From
Ratings Placed on CreditWatch with Negative Implications
AerCo Ltd.
A AA/Watch Neg AA
B A/Watch Neg A
C BBB/Watch Neg BBB
Aircraft Finance Trust
A AA/Watch Neg AA
B A/Watch Neg A
C BBB/Watch Neg BBB
ALPS 96-1 Pass Through Trust
A A+/Watch Neg A+
B BBB+/Watch Neg BBB+
C BB-/Watch Neg BB-
D CCC+/Watch Neg CCC+
Airplanes Pass-Through Trust
A-6 AA/Watch Neg AA
A-8 AA-/Watch Neg AA-
A-9 AA-/Watch Neg AA-
Aviation Capital Group Trust
A AA/Watch Neg AA
B A/Watch Neg A
C BBB/Watch Neg BBB
Lease Investment Flight Trust
A AA/Watch Neg AA
B A/Watch Neg A
C BBB/Watch Neg BBB
Leonardo Synthetic Public Ltd. Co.
A AAA/Watch Neg AAA
B AA-/Watch Neg AA-
C BBB+/Watch Neg BBB+
ANALYST E-MAIL ADDRESSES
ted_burbage@standardandpoors.com
sean_hannigan@standardandpoors.com
herve-pierre_flammier@standardandpoors.com
tony_nocera@standardandpoors.com
philip_baggaley@standardandpoors.com
StructuredFinanceEurope@standardandpoors.com
Copyright(C)1994-2003 Standard & Poor's, [The McGraw-Hill Companies]
a division of The McGraw-Hill Companies.
All Rights Reserved. Privacy 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
-----------------------------