1
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 22, 2001
(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)
2
ITEM 5. OTHER EVENTS
Airplanes Limited and Airplanes U.S. Trust (together, "Airplanes
Group") intend to refinance the currently outstanding subclass A-7 certificates
issued by Airplanes Pass Through Trust. In connection with this refinancing,
Airplanes Group plans to cause Airplanes Pass Through Trust to issue one new
subclass of pass through certificates (the "Refinancing Certificates"). The New
Certificates will be offered to qualified institutional buyers in the United
States pursuant to Rule 144A under the Securities Act of 1933, as amended ("the
Securities Act") and outside the United States pursuant to Regulation S under
the Securities Act. The Refinancing Certificates have not been, and will not be,
registered under the Securities Act or any state securities laws and cannot be
resold or otherwise transferred except as permitted thereby.
The Refinancing Certificates will represent fractional undivided
beneficial interests in a corresponding subclass of Airplanes Group notes. Under
the indentures pursuant to which Airplanes Group's outstanding notes are issued,
Airplanes Group may only issue refinancing notes if, among other things, it
receives confirmation from the rating agencies that the issuance of the
Refinancing Certificates will not result in the lowering or withdrawal by them
of the ratings of any class or subclass of the existing certificates of
Airplanes Pass Through Trust.
This report has been prepared solely for information purposes and is
not an offer or invitation to buy or sell, or a solicitation of an offer or
invitation to buy or sell, any security or instrument or to participate in any
trading strategy.
The information contained in the various exhibits to this report
reflects only a preliminary structure for the Refinancing Certificates and is
provided to certificate holders solely as an indication of Airplanes Group's
present intentions. Certificate holders should note that it is possible that
Airplanes Group may not consummate the refinancing and that, if it does
consummate the refinancing, the structure of the refinancing, the Refinancing
Certificates and the revised assumptions (as further described below) may differ
significantly from what Airplanes Group currently intends. If Airplanes Group
significantly revises the relevant information, it intends to issue another
report containing the revised information. In any event, Airplanes Group intends
to issue a report containing the relevant information in definitive form upon
consummation of the refinancing.
Airplanes Group may under the Airplanes Pass Through Trust Agreement,
and reserves the right to, refinance any other class or subclass of outstanding
certificates in whole or in part on any date by paying the outstanding principal
balance, plus accrued but unpaid interest, and redemption premium, if any, on
the applicable class or subclass of certificates. Airplanes Group will issue a
further notice to certificate holders at such time as it has entered into a firm
underwritten commitment for the sale of any additional refinancing certificates.
2
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Attached as Exhibit 1 is a summary of certain terms of the Refinancing
Certificates, including stress tables for the Refinancing Certificates based on
the revised assumptions about Airplanes Group's future performance, as further
described in Exhibit 2. In connection with the refinancing, Airplanes Group has
revised its assumptions about its future performance. The new assumptions and
stress tables do not affect the payment terms of the outstanding classes or
subclasses of pass through certificates, but merely represent a revised
illustration of the effects of factors that are likely to significantly affect
Airplanes Group's future performance. Attached as Exhibit 3 is an overview of
Airplanes Group's portfolio as of January 31, 2001. Attached as Exhibit 4 is a
description as of January 31, 2001 of the portfolio and lessees, including
information as to arrears of current and former lessees. Attached as Exhibit 5
is an analysis of Airplanes Group's cash flow performance during the 35 month
period from March 11, 1998 to February 15, 2001.
3
4
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
/s/ Roy M. Dantzic*
----------------------------------------
February 22, 2001 Director and Officer
AIRPLANES U.S. TRUST
/s/ Roy M. Dantzic*
----------------------------------------
February 22, 2001 Controlling Trustee and Officer
*By /s/ Michael Walsh
----------------------------------------
Attorney-in-Fact
4
5
EXHIBIT INDEX
Exhibit 1 Summary of the Refinancing Certificates and Transaction
Overview
Exhibit 2 Airplanes Group Performance Assumptions
Exhibit 3 Airplanes Group Portfolio
Exhibit 4 The Aircraft, Related Leases and Collateral
Exhibit 5 Airplanes Group Cash Flow Analysis: Comparison of Actual
Cash Flows versus the 1998 Adjusted Base Case for the
Thirty-Five Month Period from March 11, 1998 to February 15,
2001
Exhibit 6 Airplanes Limited Power of Attorney
Exhibit 7 Airplanes U.S. Trust Power of Attorney
5