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 September 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 ---------------- 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 OCTOBER 31, 1998 ------------------- ------------------------------- Common Stock, $0.01 Par Value 7,285,813 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 November 16, 1998. This Amendment is necessary because the Company has amended its request for confidential treatment of portions of Exhibit 10.1 to the Company's Form 10-Q filed with the Securities and Exchange Commission on November 16, 1998. A complete copy of the amended exhibit is attached to this Form 10-Q/A as Exhibit 10.1. 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 for the quarter ended June 30, 1998. 10.1* Amended and Restated Credit Agreement dated September 30, 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 November 16, 1998. 27.1 Financial Data Schedule. Incorporated by reference to Exhibit 27.1 of the Company's Report on Form 10-Q filed on November 16, 1998. ---------------- * Portions of this exhibit have been omitted pursuant to a request for confidential treatment and the omitted material has been filed separately with the Commission. (b) Reports on Form 8-K None. 2 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: June 23, 1999 Willis Lease Finance Corporation BY: /s/ James D. McBride ------------------------- James D. McBride Chief Financial Office 3