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
February 27, 1998
(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
Press Release dated February 27, 1998
AIRPLANES GROUP
PRESS RELEASE
Airplanes Limited and Airplanes U.S. Trust (together, "Airplanes Group")
announce the proposed public offering (the "Offering") of new pass through
trust certificates (the "1998 Refinancing Certificates") in the aggregate
amount of approximately $2.4 billion pursuant to a registration statement to
be filed with the U.S. Securities and Exchange Commission.
Airplanes Group will use the net proceeds of the Offering to refinance the
outstanding $850 million of Subclass A-1 Certificates, $750 million of Subclass
A-2 Certificates, $500 million of Subclass A-3 Certificates and $337 million of
Class B Certificates.
The 1998 Refinancing Certificates are expected to be issued in the following
subclasses and classes:
Subclass A-6 Subclass A-7 Subclass A-8 New Class B
Certificates Certificates Certificates Certificates
------------ ------------ ------------ ------------
Aggregate
Principal Amount $850,000,000 $500,000,000 $750,000,000 $337,000,000
Expected Ratings
DCR............ AA AA AA A
Moody's........ Aa2 Aa2 Aa2 A2
Standard &
Poor's......... AA AA AA A
Expected Final
Payment Date January 15, 2004 March 15, 2001 March 15, 2003 March 15, 2009
Expected
Weighted
Average Life 3.1 years 3.0 years 5.0 years 6.1 years
Airplanes Group intends to complete the Offering of the 1998 Refinancing
Certificates and to receive the proceeds therefrom on or prior to the March 16,
1998 Payment Date. On the March 16, 1998 Payment Date and assuming the
Offering is completed, the existing Subclass A-1, A-2, A-3 and Class B
Certificates will be repaid in full at par together with accrued and unpaid
interest in accordance with their terms.
Holders of Subclass A-1, Subclass A-2, Subclass A-3 and Class B Certificates
should note that there can be no assurance that Airplanes Group will complete
the Offering of 1998 Refinancing Certificates or refinance all or any of such
Certificates. Failure to refinance any such Certificates on March 16, 1998
will not constitute a default on the Certificates or otherwise result in any
penalty payable by Airplanes Group except that Step-Up Interest of 0.50% per
annum will become payable on the Outstanding Principal Balance of the Subclass
A-1 Certificates from and including March 16, 1998 until such Subclass A-1
Certificates are repaid in full.
A registration statement relating to these securities has not yet been declared
effective by the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an offer
or invitation to sell or solicitation of an offer or invitation to buy nor
shall there be any sale of these securities in any state, country or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state,
country or jurisdiction.
For additional information please contact Edward Hansom or Paul Farrell at:
+353 61 706505 or +353 61 706408
February 27, 1998
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: February 27, 1998 /s/ Roy M. Dantzic*
-------------------------
Director and Officer
Date: February 27, 1998 AIRPLANES U.S. TRUST
/s/ Roy M . Dantzic*
-------------------------
Controlling Trustee
and Officer
*By: /s/ Michael Walsh
-------------------------
Attorney-in-Fact
EXHIBIT INDEX
Exhibit A - Power of Attorney for Airplanes Limited
Exhibit B - Power of Attorney for Airplanes U.S. Trust