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EXHIBIT 99.1
LETTER OF TRANSMITTAL
MORGAN STANLEY AIRCRAFT FINANCE
OFFER TO EXCHANGE NOTES DUE MARCH 15, 2023
FOR ANY AND ALL OUTSTANDING NOTES DUE MARCH 15, 2023
PURSUANT TO THE PROSPECTUS DATED , 1998
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , , 1998, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
Delivery To: Bankers Trust Company
If by Mail, Hand or Overnight Courier:
Bankers Trust Company
Four Albany Street
Mail Stop 5091
New York, New York 10006
Attention: Structured Finance Group
or
If by Facsimile:
+1 212 250 6439
Confirm by Telephone:
+ 1 212 250 6549
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE
A VALID DELIVERY.
The undersigned acknowledges receipt and reviewed the Prospectus dated ,
1998 (the "Prospectus"), of Morgan Stanley Aircraft Finance ("MSAF"), and this
letter of transmittal (the "Letter"), which together constitute MSAF's offer
(the "Exchange Offer") to exchange $1,000 in principal amount of
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five subclass of Notes due March 15, 2023 (the "New Notes") for each $1,000
in principal amount of the five subclasses of issued and outstanding Notes due
March 15, 2023 (the "Old Notes"). Capitalized terms used but not defined herein
have the meanings given to them in the Prospectus.
For each Old Note accepted for exchange and not validly withdrawn, the
holder of such Old Note will receive a New Note having a principal amount at
maturity equal to that of the surrendered Old Note. If the Exchange Offer is not
consummated by November 30, 1998, interest will accrue from and including
December 1, 1998 and will be payable in cash monthly in arrears on the 15th day
of each month, at a rate per annum equal to 0.50% per annum over the rate then
applicable to each subclass of Old Notes (the ""Additional Interest"). Upon the
consummation of the Exchange Offer after November 30, 1998, the Additional
Interest payable on the Old Notes will cease to accrue from the date of such
consummation and all accrued and unpaid Additional Interest as of the
consummation of the Exchange Offer shall be paid promptly thereafter to the
holders of record of the Old Notes immediately prior to the time of such
occurrence. Following the consummation of the Exchange Offer the interest terms
of the Old Notes that are not exchanged shall revert to the original terms set
forth in the Notes as described on the cover page of the Offering Memorandum
dated February 20, 1998 with respect to the Old Notes. Holders of Old Notes
accepted for exchange will be deemed to have waived the right to receive any
other payments or accrued interest on the Old Notes. MSAF expressly reserves the
right, at any time or from time to time, to extend the period of time during
which the Exchange Offer is open, and thereby delay acceptance of any Old Notes,
by giving oral or written notice of such extension to the Exchange Agent and
notice of such extension to the holders as described in the next sentence, in
which event the term "Expiration Date" shall mean the latest time and date to
which the Exchange Offer is extended. MSAF shall notify the holders of the Old
Notes of any extension by means of a press release or other public announcement
prior to 9:00 A.M., New York City time, on the next business day after the
previously scheduled Expiration Date. Notwithstanding the foregoing, pursuant to
the Registration Rights Agreement, MSAF has agreed to keep the Exchange Offer
open for not less than 20 business days after the date notice thereof is mailed
to the holders of the Old Notes (or longer if required by applicable law).
Either this Letter or an Agent's Message is to be completed by a holder of
Old Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Old Notes) in order to tender
Old Notes. All deliveries of Old Notes must be made by book-entry transfer to
the account maintained by the Exchange Agent at The Depositary Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in the
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Prospectus under "The Exchange Offer -- Book-Entry Transfer". Holders of Old
Notes who are unable to deliver confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility
(a "Book-Entry Confirmation") or all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in the
Prospectus under "The Exchange Offer -- Guaranteed Delivery Procedures". See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the subclass(es) of Old Notes to which this Letter relates. If
the space provided below is inadequate, the principal amount at maturity of such
subclass of Old Notes should be listed on a separate signed schedule affixed
hereto.
DESCRIPTION OF OLD NOTES
1 2 3
- - -
Aggregate
Principal Amount Principal Amount
Name(s) and Address(es) of Holder(s) Subclass of Old at Maturity of Old at Maturity
(Please fill in, if blank) Notes Tendered Note(s) Tendered*
- ------------------------------------ --------------- ------------------ ----------------
- ------------------------------------ --------------- ------------------ ----------------
- ------------------------------------ --------------- ------------------ ----------------
- ------------------------------------ --------------- ------------------ ----------------
- ------------------------------------ --------------- ------------------ ----------------
Total
* Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in column
1. See instruction 2. Old Notes tendered hereby must be in denominations of
principal amount at maturity of $1,000 and any integral multiple thereof. See
Instruction 1.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
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Name of Tendering Institution: _________________________________________
The Depository Trust Company
Account Number __________________ Transaction Code Number ______________
By crediting the Old Notes to the Exchange Agent's account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting a computer-generated message (an "Agent's Message") to the Exchange
Agent in which the holder of the Old Notes acknowledges and agrees to be bound
by the terms of this Letter, the participant in the Book-Entry Transfer Facility
confirms on behalf of itself and the beneficial owners of such Old Notes all
provisions of this Letter applicable to it and such beneficial owners as fully
as if it had completed the information required herein and executed and
transmitted this Letter of the Exchange Agent.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Holder(s)____________________________________________________
Name of Institution which guaranteed delivery___________________________
The Depositary Trust Company
Account Number __________________ Transaction Code Number ______________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:___________________________________________________________________
Address:________________________________________________________________
________________________________________________________________
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You are entitled to receive as many copies as you may reasonably request
and if you need more than 10 copies, please, please so indicate by a notation
below.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to MSAF the aggregate principal amount at maturity of
each subclass of Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, MSAF all right, title and
interest in and to such Old Notes as are being tendered hereby. Each participant
in the Book-Entry Transfer Facility transmitting by means of the Book-Entry
Transfer Facility a computer-generated message forming part of a Book-Entry
Confirmation, on behalf of itself and the beneficial owner of the Old Notes
tendered hereby, acknowledges receipt of the Prospectus and this Letter and
agrees to be bound by the terms and conditions of the Exchange Offer as set
forth in the Prospectus and this Letter.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that MSAF will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by MSAF. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact with full power of substitution, for purposes of delivering
this Letter and the Old Notes to MSAF. The Power of Attorney granted in this
paragraph shall be deemed irrevocably from and after the Expiration Date and
coupled with an interest.
The undersigned also acknowledges that this Exchange Offer is being made by
MSAF in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "SEC"), as set forth in no-action letters issued to
third parties, that the New Notes issued in exchange for the Old Notes pursuant
to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than a broker-dealer, as set forth below,
or any such holder that is an "affiliate" of MSAF within the meaning of Rule 405
under the Securities Act of 1933, as amended (the "Securities Act")), without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such New Notes are acquired in the ordinary course
of such holders' business and such holders have no arrangement with any person
to participate in the distribution (within the meaning of the Securities Act) of
such New Notes. By
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tendering, each holder of Old Notes represents to MSAF that (i) the New Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is such holder, (ii) neither the holder of Old Notes nor any such other
person has an arrangement or understanding with any person to participate in the
distribution of such New Notes, (iii) if the holder is not a broker-dealer or is
a broker-dealer but will not receive New Notes for its own account in exchange
for Old Notes, neither the holder nor any such other person is engaged in or
intends to participate in a distribution of such New Notes and (iv) neither the
holder nor any such other person is an "affiliate" of MSAF within the meaning of
Rule 405 under the Securities Act. By tendering each holder of Old Notes that is
a broker-dealer (whether or not it is also an "affiliate" of MSAF) that will
receive New Notes for its own account pursuant to the Exchange Offer, represents
that the Old Notes to be exchanged for the New Notes were acquired by it as a
result of market-making activities or other trading activities, and acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such New Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. The undersigned
acknowledges that in reliance on an interpretation by the staff of the SEC, a
broker-dealer may fulfill his prospectus delivery requirements with respect to
the New Notes (other than a resale of an unsold allotment from the original sale
of the Old Notes) with the Prospectus which constitutes part of this Exchange
Offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by MSAF to be necessary or desirable to complete the sale,
assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The tender may be withdrawn only in accordance
with the procedure set forth in "The Exchange Offer--Withdrawal Rights" section
of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instruction" below, please credit the account indicated above maintained at the
Book-Entry Transfer Facility.
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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)
To be completed ONLY if New Notes and/or if Old Notes
delivered by book-entry transfer which are not accepted for
exchange are to be credited to an account maintained at the
Book-Entry Transfer Facility other than the account
indicated above.
Issue: New Notes and/or Old Notes to:
Name(s) ____________________________________________________
(Please Type or Print)
____________________________________________________________
(Please Type or Print)
Address ____________________________________________________
_____________________________________________________________
(Zip Code)
_____________________________________________________________
(Tax Identification or Social Security No.)
[ ] Credit New Notes and/or unexchanged Old Notes to the
Book-Entry Transfer Facility account set forth below.
_____________________________________________________________
(Book-Entry Transfer Facility Account Number)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE
(TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ANY OTHER REQUIRED DOCUMENTS OR THE
NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON OR PRIOR TO THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
Dated:______________________________________________, 1998
X________________________ ______________, 1998
X________________________ ______________, 1998
Signature(s) of Owner Date
Area Code and Telephone Number ___________________________
If a holder is tendering any Old Notes, this Letter
must be signed by the person in whose name such Old Notes
are registered on the security position listing maintained
by DTC or by any person(s) authorized to become holder(s) by
documents transmitted herewith. If the signature is by a
trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity,
please set forth full title. See instruction 3.
Name(s): _________________________________________________
__________________________________________________________
(Please Type or Print)
Capacity:_________________________________________________
Address:__________________________________________________
__________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
and Eligible Institution:_________________________________
(Authorized Signature)
__________________________________________________________
(Title)
__________________________________________________________
(Name and Firm)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE
NOTES DUE MARCH 15, 2023 IN EXCHANGE FOR THE
NOTES DUE MARCH 15, 2023 OF MSAF
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES
Either this Letter or an Agent's Message is to be completed by holders
(which term, for purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the holder of such Old Notes) in order to tender Old Notes. All
tenders must be made pursuant to the procedures for delivery by book-entry
transfer set forth in the Prospectus under "The Exchange Offer--Book-Entry
Transfer". Book-Entry Confirmation, as well as either (i) a properly completed
and duly executed Letter (or manually signed facsimile hereof) and all other
documents required by this Letter or (ii) an Agent's Message, must be received
by the Exchange Agent on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below. Old
Notes tendered hereby must be in denominations of principal amount at maturity
of $1,000 and any integral multiple thereof.
Noteholders who cannot deliver all required documents to the Exchange Agent
on or prior to the Expiration Date, or who cannot complete the procedure for
book-entry transfer on a timely basis, may tender their Old Notes pursuant to
the guaranteed delivery procedures set forth in the Prospectus under "The
Exchange Offer--Guaranteed Delivery Procedures". Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution, (ii) on or prior
to the Expiration Date, the Exchange Agent must receive from such Eligible
Institution either a properly completed and duly executed Letter (or a facsimile
thereof) or a properly transmitted Agent's Message and Notice of Guaranteed
Delivery, substantially in the form provided by MSAF (by telegram, telex
facsimile transmission, mail or hand delivery), setting forth the name and
address of such holder of Old Notes and the amount of each subclass of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within five New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice Of Guaranteed Delivery, a Book-Entry Confirmation, and
all other documents required by the Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) Book-Entry Confirmation and all
other documents required by this Letter, are received by the Exchange Agent,
within five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
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The method of delivery of this Letter, the Old Notes and all other
documents required by this Letter is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If required documents are sent by mail, it is
suggested that the mailing be made sufficiently in advance of the Expiration
Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City
time, on or prior to the Expiration Date. No Letters should be sent to MSAF.
See the Prospectus under "The Exchange Offer".
2. TENDER BY HOLDER
Only a holder of record as of -, 1998 may tender such Old Notes in the
Exchange Offer. Any beneficial owner of Old Notes who wishes to tender should
arrange with The Depository Trust Company ("DTC"), a participant whose name
appears on a security position maintained by DTC or the owner of the Old Notes
to execute and deliver this Letter or an Agent's Message on his or her behalf.
3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter is signed by the DTC participant whose name appears on a
security position maintained by DTC, the signature must correspond exactly with
such participant's name as it appears on a security position maintained by DTC
listing such participant as the owner of the Old Notes, without any change
whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
When this Letter is signed by the holders of the Old Notes specified herein
and tendered hereby, no separate bond powers are required. If, however, the New
Notes are to be issued, or any untendered Old Notes are to be reissued, to a
person other than the holder, then separate bond powers are required. Signatures
on such bond powers must be guaranteed by an Eligible Institution.
If this Letter or any bond powers are signed by the trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by MSAF, proper evidence satisfactory
to MSAF of their authority to so act must be submitted.
SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE
GUARANTEED BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES
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EXCHANGE OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR
BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE
UNITED STATES (AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION
IF: (I) THIS LETTER IS SIGNED BY ANY PARTICIPANT IN DTC WHOSE NAME APPEARS ON A
SECURITY POSITION LISTING MAINTAINED BY DTC AS THE OWNER OF THE OLD NOTES AND
SUCH PERSON HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS"
ON THIS LETTER, OR (II) THE OLD NOTES ARE TENDERED FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE INSTRUCTION.
Tendering holders of Old Notes should indicate in the box the DTC account
to which New Notes issued pursuant to the Exchange Offer and/or substitute Old
Notes not exchanged are to be issued, if different from the DTC account of the
person signing this Letter. The employer identification or social security
number of the person named must also be indicated. If no such instructions are
given, such New Notes and/or Old Notes not exchanged will be credited to the DTC
account of the person signing this Letter.
5. TRANSFER TAXES.
MSAF will pay all transfer taxes, if any, applicable to the transfer of Old
Notes to it or its order pursuant to the Exchange Offer. If, however, a transfer
tax is imposed for any reason other than the transfer of Old Notes to MSAF or
its order pursuant to the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the holder or any other person) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
6. WAIVER OF CONDITIONS.
MSAF reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter, shall
waive any right to receive notice of the acceptance of their Old Notes for
exchange.
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Neither MSAF, the Exchange Agent nor any other person is obligated to give
notice of any defect or irregularity with respect to any tender of Old Notes nor
shall any of them incur any liability for failure to give any such notice.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone and facsimile numbers indicated
above.
9. INCORPORATION OF LETTER AND TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant in the Book-Entry Transfer Facility on behalf of
itself and the beneficial owners of any Old Notes so tendered.
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