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
March 10, 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 March 10, 1998
AIRPLANES GROUP
PRESS RELEASE
Airplanes Limited and Airplanes U.S. Trust (together, "Airplanes Group")
announce the public underwritten 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
filed with the U.S. Securities and Exchange Commission. The Offering is being
lead managed by Morgan Stanley & Co. Incorporated. Lehman Brothers Inc. and
Salomon Smith Barney are acting as senior co-managers of the Offering.
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 will 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 $550,000,000 $700,000,000 $337,000,000
Expected Ratings
DCR.................. AA AA AA A
Moody's.............. Aa2 Aa2 Aa2 A2
Standard &
Poor's............... AA AA AA A
Interest Rate 1 Month 1 Month 1 Month 1 Month
LIBOR+ LIBOR+ LIBOR+ LIBOR+
0.340% 0.260% 0.375% 0.750%
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 the March 16, 1998
Payment Date, subject to satisfaction of customary closing conditions. On the
March 16, 1998 Payment Date, 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.
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.
This press release shall not constitute an offer or invitation to sell or the
solicitation of an offer or invitation to buy nor shall there be any sale of
these securities in any country, jurisdiction or state in which such offer,
invitation, solicitation or sale would be unlawful.
For additional information please contact Edward Hansom (+353 61 706505) or
Paul Farrell (+353 61 706408).
March 10, 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: March 10, 1998 /s/ Roy M. Dantzic*
----------------------------
Director and Officer
Date: March 10, 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