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
May 12, 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 May 9, 2003
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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: May 12, 2003 /s/ Roy M. Dantzic*
-----------------------------
Director and Officer
Date: May 12, 2003 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
HEADLINE: Fitch Ratings Downgrades Airplanes Pass Through Trust
DATELINE: NEW YORK, May 9, 2003
BODY:
Fitch Ratings has taken the following rating actions for Airplanes Pass Through
Trust (Airplanes) as outlined below:
- -- Class A-6 notes are downgraded to 'BBB-' from'A+';
- -- Class A-8 notes are downgraded to 'BB' from 'A+';
- -- Class A-9 notes are downgraded to 'BB' from 'A+';
- -- Class B notes are downgraded to 'CCC' from 'BBB+';
- -- Class C notes are downgraded to 'CCC' from 'B+';
- -- Class D notes are downgraded to 'CC' from 'CCC';
- -- All Classes are removed from Rating Watch Negative.
The downgrades reflect Fitch's expectation that Airplanes' aircraft lease cash
flows will likely suffer further impairment, with little probability of future
recovery. In addition, such depressed levels of cash flow are not expected to
be sufficient to pay interest on the class B, C and D notes less than one year
from now. The difference in the A-6 rating and the A-8/A-9 ratings primarily
reflects Fitch's expectation that the likelihood of A-6 principal repayment
is higher than for the A-8 and A-9 classes.
Airplanes originally issued $4,048 million of notes in March 1996 followed by
two refinancing trusts, one in March 1998 and the other in March 2001. As of
April 2003, Airplanes has $2,624 million of notes outstanding. Airplanes is a
trust formed to conduct limited activities, including the buying, owning,
leasing and selling of commercial jet aircraft. Airplanes current portfolio
is comprised of 178 aircraft compared to 193 at the time of the 2001 refinancing
trust. Primary servicing is being performed by General Electric Capital Aviation
Services, GECAS (a wholly owned subsidiary of General Electric Capital Corp.),
while the administrative agent role is being performed by debis AirFinance,
45% owned by a subsidiary of DaimlerChrysler and 55% by four German banks.
The ability of Airplanes and many aircraft lessors to generate lease cash flows
has been impaired by depressed lease rates. These rates are primarily the result
of weak air travel markets, resulting from the events of September 11th and the
downturn in the global economy. The continued depressed demand for many aircraft
types will likely further impair lease rates, especially those of certain older
Boeing and McDonnell Douglas
aircraft. Airplanes lease cash flows have already been affected by its
concentrated exposure to some of these aircraft, including B737 classic and the
MD80 series. Airplanes lease cash flows have fallen about one third from
September 2001 levels and as of April 2003 were at about $24 million. In the
next 12-18 months Fitch expects lease cash flows to fall another 20% as lease
renewals in 2003 and in 2004 will be subject to falling lease rates.
Under Fitch's current cash flow stress scenarios, the class A-6 notes are
repaid in less than 24 months while the A-8 and A-9 notes are repaid in a time
period greater than 5 years. The repayment gaps between the class A notes can be
attributed to the transaction's sequential principal payment structure within
the A class. Although the class B, class C and class D notes are currently
paying interest from cash flow, Fitch expects that by early 2004 the notes will
likely have exhausted liquidity reserves and will be accruing interest. This is
primarily due to the combination of decreasing lease cash flow and the
resumption of the class A minimum principal payment, which is senior to the
class B, C and D interest payments.
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
--------------------------------
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
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Dated: June 6, 2002 /s/ Brian T. Hayden
--------------------------------
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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