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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 15, 2000
(Date of Earliest Event Reported)
MORGAN STANLEY AIRCRAFT FINANCE
(Exact Name of Registrant as Specified in Trust Agreement)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
333-56575 13-3375162
(Commission File Number) (IRS Employer Identification No.)
Morgan Stanley Aircraft Finance
c/o Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, Delaware 19890-1000
Attention: Corporate Trust Administration
(302) 651-1000
(Address and Telephone Number, Including Area Code, of
Registrant's Principal Executive Office)
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ITEM 5. OTHER EVENTS
Morgan Stanley Aircraft Finance ("MSAF") reports that on March 15, 2000 it
consummated a securitization of 29 aircraft previously purchased by affiliates
of Morgan Stanley Dean Witter & Co. ("MSDW"). Simultaneously with the
securitization, MSAF also refinanced its subclass A-1 notes.
In connection with the securitization and refinancing, MSAF issued five
subclasses of notes (the "NEW NOTES"). The New Notes were offered to qualified
institutional buyers in the United States under Rule 144A and outside the United
States under Regulation S. As required by the indenture under which MSAF's notes
issued on March 3, 1998 were issued (the "INDENTURE") (such notes, other than
the refinanced subclass A-1 notes, the "1998 NOTES"), MSAF received confirmation
from the Rating Agencies (as defined in the Indenture) of the following ratings
of the 1998 Notes:
RATING AGENCIES
---------------------------------------------
STANDARD & POOR'S MOODY'S DUFF & PHELPS
----------------- ------- -------------
Subclass A-2 Notes.......................................... AA Aa2 AA
Subclass B-1 Notes.......................................... A A2 A
Subclass C-1 Notes.......................................... BBB Baa2 BBB
Subclass D-1 Notes.......................................... BB Ba2 BB
Upon consummation of the securitization and refinancing, MSAF acquired the
29 additional aircraft. MSAF's enlarged portfolio, including the 29 additional
aircraft and related leases, supports its obligations under both the 1998 Notes
and the New Notes. Attached as Exhibit 1 is a description of MSAF's enlarged
portfolio.
In connection with the securitization and refinancing, MSAF revised its
assumptions about its performance in future years. Attached as Exhibit 2 are the
new assumptions, based upon the enlarged MSAF portfolio. Based on the new
assumptions, the tables showing possible future revenue scenarios or stresses
that MSAF previously disclosed for the 1998 Notes also changed. Attached as
Exhibit 3 are new stress tables for the 1998 Notes. Also under the new
assumptions and with the enlarged portfolio, MSAF's assumed monthly lease
rentals and assumed portfolio values changed. These are attached as Exhibits 4
and 5, respectively. The new assumptions and stress tables do not affect the
payment terms of the 1998 Notes, but merely represent a revised illustration of
the effects of factors that are likely to significantly affect MSAF's
performance in future years.
Upon consummation of the securitization and refinancing, in accordance with
Section 3.11 of the Indenture, each of the Class Percentages (as defined in the
Indenture) for MSAF's class A notes and class B notes and each of the Target
Principal Balances (as defined in the Indenture) for MSAF's class C notes and
class D notes were adjusted to take into account the acquisition of the 29
additional aircraft, as determined by MSAF's controlling trustees. Attached as
Exhibits 6, 7, 8, and 9, respectively, are the resulting Class A Class
Percentages, Class B Class Percentages, Class C Target Principal Balances and
Class D Target Principal Balances.
In accordance with Section 3.11 of the Indenture, no Pool Factor or
Extended Pool Factor (as defined in the Indenture) for any subclass of the 1998
Notes were adjusted. Attached as Exhibits 10 and 11, respectively, are the Pool
Factors and Extended Pool Factors for all of MSAF's notes (including the New
Notes).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
MORGAN STANLEY AIRCRAFT FINANCE
Date: March 15, 2000 By: /s/ SCOTT PETERSON
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Signatory Trustee
EXHIBIT INDEX
Exhibit 1................................................... MSAF's Portfolio
Exhibit 2................................................... MSAF's Performance Assumptions
Exhibit 3................................................... Stress Tables
Exhibit 4................................................... Monthly Lease Rentals
Exhibit 5................................................... Assumed Portfolio Values
Exhibit 6................................................... Class A Class Percentages
Exhibit 7................................................... Class B Class Percentages
Exhibit 8................................................... Class C Target Principal
Balances
Exhibit 9................................................... Class D Target Principal
Balances
Exhibit 10.................................................. Pool Factors
Exhibit 11.................................................. Extended Pool Factors
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