SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 8, 1998
WILLIS LEASE FINANCE CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION
0-28774 68-0070656
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(COMMISSION (IRS EMPLOYER
FILE NUMBER) IDENTIFICATION NO.)
2320 MARINSHIP WAY, SUITE 300, CALIFORNIA 94965
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(415) 331-5281
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
180 HARBOR DRIVE, SUITE 200, SAUSALITO, CALIFORNIA 94965
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5 OTHER EVENTS
Effective June 8, 1998, Willis Lease Finance Corporation, a California
corporation ("Willis-California") completed the change of its state of
incorporation from California to Delaware through a merger of Willis-California
with and into its wholly owned subsidiary, Willis Lease Finance Corporation, a
Delaware corporation (the "Company"). This change in the state of
incorporation was approved by Willis-California's Board of Directors on March
12, 1998 and by the holders of a majority of Willis-California's outstanding
shares of common stock at the Annual Meeting of Shareholders held on May 12,
1998.
As the surviving corporation in the merger, the Company succeeded to all
the business, properties, assets and liabilities of Willis-California. The
reincorporation will not result in any change in Willis-California's business,
assets or liabilities, will not cause Willis-California's corporate
headquarters to be moved and will not result in any relocation of management or
other employees.
As a result of the merger, each outstanding share of Willis-California's
common stock, no par value per share ("Willis-California Common Stock") was
automatically converted into one share of the Company's common stock, par value
$0.01 per share ("Company Common Stock"). Each stock certificate representing
issued and outstanding shares of Willis-California Common Stock will continue
to represent the same number of shares of Company Common Stock. Shareholders
are not required to undertake a mandatory exchange of shares. The Company
Common Stock will continue to be traded on the Nasdaq National Market under the
symbol WLFC.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Exhibit
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2.01 Agreement and Plan of Merger dated March 12, 1998
between Willis-California and the Company
4.01 Certificate of Incorporation of the Company, as filed
with the Delaware Secretary of State on March 12, 1998
4.02 Certificate of Amendment of Certificate of
Incorporation of the Company, as filed with the
Delaware Secretary of State on May 6, 1998
4.03 Bylaws of the Company, as adopted on March 12, 1998
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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 thereunto duly authorized.
Willis Lease Finance Corporation
Date: June 23, 1998 By: /s/ James D. McBride
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James D. McBride
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Number Exhibit
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2.01 Agreement and Plan of Merger dated March 12, 1998 between
Willis-California and the Company
4.01 Certificate of Incorporation of the Company, as filed with
the Delaware Secretary of State on March 12, 1998
4.02 Certificate of Amendment of Certificate of Incorporation of
the Company, as filed with the Delaware Secretary of State
on May 6, 1998
4.03 Bylaws of the Company, as adopted on March 12, 1998
4