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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
AMENDMENT NO. 1
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/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1997
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number:
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WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 68-0070656
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
180 HARBOR DRIVE 94965
SUITE 200, SAUSALITO, CA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICER)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (415) 331-5281
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
Common Stock NASDAQ
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS
None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained hereto, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K. / /
The aggregate market value of voting stock held by non-affiliates of the
registrant as of March 9, 1998 was approximately $60,099,041 million (based on a
closing sale price of $21.125 per share as reported on the NASDAQ National
Market). Shares of Common Stock held by each executive officer and director and
by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
The number of shares of the registrant's Common Stock outstanding as of
March 9, 1998 was 7,210,598.
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This Amendment No. 1 on Form 10-K/A amends and restates (a) the cover page
of the Form 10-K filed with the Securities and Exchange Commission on March 20,
1998, and (b) the table of contents of the Form 10-K filed with the Securities
and Exchange Commission on March 20, 1998 for the purpose of correcting
typographical errors.
WILLIS LEASE FINANCE CORPORATION
1997 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
PAGE
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Item 1. Business....................................................................................... 3
Item 2. Properties..................................................................................... 10
Item 3. Legal Proceedings.............................................................................. 11
Item 4. Submission of Matters to a Vote of Security Holders............................................ 11
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.......................... 12
Item 6. Selected Financial Data........................................................................ 12
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.......... 13
Item 8. Financial Statements and Supplementary Data.................................................... 25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........... 25
PART III
Item 10. Directors and Executives Officers of the Registrant............................................ 25
Item 11. Executive Compensation......................................................................... 25
Item 12. Security Ownership of Certain Beneficial Owners and Management................................. 25
Item 13. Certain Relationships and Related Transactions................................................. 25
PART IV
Item 14. Exhibits, Financial Schedules and Reports on Form 8-K.......................................... 25
Pursuant to the requirements of Section 13 or 15(d) 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.
WILLIS LEASE FINANCE CORPORATION
Date: April 3, 1998
By: /s/ JAMES D. MCBRIDE
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James D. McBride
CHIEF FINANCIAL OFFICER
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