1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: March 13, 1997
(Date of earliest event reported)
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
California
(State of other jurisdiction of incorporation)
1-9259 94-3008908
(Commission File Number) (IRS Employer Identification No.)
555 California Street, San Francisco, California 94104
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone number, including area code: (415) 765-1814
2
Item 5. Other Events.
On March 13, 1997 Airlease issued a press release, a copy of
which is attached hereto as Exhibit 7.1.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) ProForma Financial Information.
Not Applicable
(c) Exhibits
7.1 Press Release dated March 13, 1997
2
3
SIGNATURE
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 thereunto duly authorized on the date indicated.
AIRLEASE LTD., A CALIFORNIA LIMITED
PARTNERSHIP
(Registrant)
By: Airlease Management Services,
Inc., General Partner
Date: March 13, 1997 By: /s/ David B. Gebler
-------------------------------
David B. Gebler
Chief Executive Officer
3
4
EXHIBIT 7.1
Contact: Nancy Riess
(415) 765-1814
AIRLEASE ADOPTS PLAN TO DELIST FROM THE
NEW YORK STOCK EXCHANGE AND TO CEASE REINVESTMENT
SAN FRANCISCO, March 13 - Airlease Ltd., A California Limited
Partnership (NYSE - FLY) today reported that the board of directors of its
general partner has approved a plan to restrict the transferability of its
units, which will result in delisting of the units from trading on the New York
Stock Exchange in December 1997, and to cease making new aircraft investments,
leading to an earlier than planned liquidation of the partnership. The plan is
subject to unitholder approval.
The plan is designed to maximize value to unitholders while protecting
them from adverse effects of federal income tax law. As previously reported to
unitholders, Airlease will be taxed as if it were a corporation effective
January 1, 1998, if its units are freely tradable on that date. This
additional level of tax would substantially reduce distributions to
unitholders.
Before taking these actions the general partner carefully analyzed the
strategic alternatives available to Airlease to maximize value to unitholders,
including selling all aircraft during 1997 and liquidating the partnership.
After extensive review, the board of directors of Airlease's general partner
unanimously concluded that the best alternative to maximize value to the
limited partners is the current proposal.
Under the proposal, transferability of the units would be restricted
in December 1997 and the units would be delisted from trading at that time. In
addition, Airlease would not make any new aircraft investments, would sell its
aircraft as attractive opportunities become available and would distribute net
sales proceeds to unitholders after each sale.
David Gebler, chief executive officer of Airlease's general partner,
stated that although the units would not be freely tradable on the New York
Stock Exchange or a similar secondary market after December 1997, under
provisions of the tax law, there are a number of services which may be
available to facilitate purchases and sales of units. At this time it is
difficult to know if these services will operate with respect to the units, and
IRS rules impose various limitations as to the aggregate number of units which
may be sold in any year utilizing these services. Airlease will explore the
alternatives available to facilitate purchases and sales of the units while
protecting Airlease from taxation as a corporation. Mr. Gebler noted that if
no such services develop unitholders may be unable to sell their units and
would receive distributions through the remaining term of the partnership.
Mr. Gebler explained that the decision to cease reinvesting is being
proposed because of changes in tax law and Airlease's competitive position in
the present market which has changed since inception of the partnership. Mr.
Gebler noted that Airlease would seek to maximize value to unitholders from the
existing aircraft portfolio, and this would include selling aircraft when sales
are in the best interest of unitholders. While Airlease cannot predict when
sales will be made, if the aircraft were sold at the end of their existing
lease terms, 86% of the assets would be sold within five years and the
remainder by 2006. This assumes that all lessees comply with their lease
obligations and available lease renewal options are not exercised.
# # #
3/13/97