SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
(Mark One)
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 30, 1998
OR
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER: 0-28774
WILLIS LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 68-0070656
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2320 Marinship Way, Suite 300, Sausalito, CA 94965
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 331-5281
180 Harbor Drive, Suite 200, Sausalito, CA 94965
(former address)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
Title of Each Class Outstanding at July 31, 1998
--------------------- --------------------------------
Common Stock, $0.01 Par Value 7,277,098
This Amendment No. 1 on Form 10-Q/A amends and restates Part II, Item 6 of
the Company's Form 10-Q filed with the Securities and Exchange Commission on
August 10, 1998. This Amendment is necessary because the Company has withdrawn
its request for confidential treatment of portions of Exhibits 10.2 and 10.3 to
the Company's Form 10-Q filed with the Securities and Exchange Commission on
August 10, 1998. Complete copies of those exhibits are attached to this
Form 10-Q/A as Exhibits 10.2 and 10.3.
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Certificate of Incorporation, filed on March 12, 1998 together
with Certificate of Amendment of Certificate of Incorporation
filed on May 6, 1998. Incorporated by reference to Exhibits 4.01
and 4.02 of the Company's report on Form 8-K filed on June 23,
1998.
3.2 Bylaws. Incorporated by reference to Exhibit 4.03 of the
Company's report on Form 8-K filed on June 23, 1998.
4.1 Specimen of Common Stock Certificate. Incorporated by reference
to Exhibit 4.1 of the Company's Report on Form 10-Q filed on
August 10, 1998.
10.1 Amendment No. 5 dated April 30, 1998 to Credit Agreement.
Incorporated by reference to Exhibit 10.1 of the Company's Report
on Form 10-Q filed on August 10, 1998.
10.2 Amendment No. 6 dated May 4, 1998 to Credit Agreement.
10.3 Amended and Restated Credit Agreement dated June 2, 1998.
11.1 Statement regarding computation of per share earnings.
Incorporated by reference to Exhibit 11.1 of the Company's Report
on Form 10-Q filed on August 10, 1998.
27.1 Financial Data Schedule. Incorporated by reference to
Exhibit 27.1 of the Company's Report on Form 10-Q filed on
August 10, 1998.
(b) Reports on Form 8-K
During the three months ended June 30, 1998, the Company filed
the following two reports on Form 8-K: (i) a Form 8-K filed on
April 30, 1998 which reported on Item 5; and (ii) a Form 8-K
filed on June 23, 1998 which reported on Item 5.
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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.
Date: April 6, 1998 Willis Lease Finance Corporation
By: /s/ James D. McBride
-------------------------
James D. McBride
Chief Financial Officer
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