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 (Date of earliest event reported) DECEMBER 19, 2003
________________________________
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
________________________________________________________________________________
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-9259 94-3008908
________________________________________________________________________________
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
555 CALIFORNIA STREET, 4TH FLOOR, SAN FRANCISCO, CALIFORNIA 94104
________________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 765-1814
______________________________
INAPPLICABLE
________________________________________________________________________________
(Former name or former address if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE
On December 15, 2003, the Board of Directors of the General
Partner of Airlease Ltd., A California Limited Partnership (the
"Partnership") formed a special committee of independent directors (the
"Special Committee") to review management's recommendation, presented
to the Board of Directors on that date, that the Partnership adopt a
plan for the immediate sale of all remaining aircraft followed by a
dissolution of the Partnership. The Special Committee will determine
and report to the Board of Directors whether this proposal would be in
the best interests of the Partnership and its limited partners. In the
course of conducting this review, the Special Committee is expected to
consider other strategic alternatives which might be available to the
Partnership, in light of the size of the Partnership's remaining
aircraft portfolio, the weak aircraft and aircraft leasing market, the
Partnership's high operating costs relative to its revenues and other
factors, in order to maximize value to its limited partners. The
Special Committee is expected to retain its own legal counsel to assist
in its review. It is expected that the Special Committee will report
back to the Board of Directors before the end of the first quarter of
2004.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995:
The Partnership has included in this current report certain
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 concerning the Partnership's
business, operations and financial condition. The words or phrases "can
be", "may affect", "may depend", "expect", "believe", "anticipate",
"intend", "will", "estimate", "project" and similar words and phrases
are intended to identify such forward-looking statements. Such
forward-looking statements are subject to various known and unknown
risks and uncertainties and the Partnership cautions you that any
forward-looking information provided by or on behalf of the Partnership
is not a guarantee of future performance. Actual results could differ
materially from those anticipated in such forward-looking statements
due to a number of factors, some of which are beyond the Partnership's
control, in addition to those discussed in the Partnership's public
filings and press releases, including (i) changes in the aircraft or
aircraft leasing market, (ii) economic downturn in the airline
industry, (iii) default by lessees under leases causing the Partnership
to incur uncontemplated expenses or not to receive rental income as and
when expected, (iv) the impact of the events of September 11, 2001,
additional terrorist threats or attacks, and war or other military
involvement by the U.S. or others in Iraq or other regions, on the
aircraft or aircraft leasing market and on the airline industry, (v)
changes in interest rates and (vi) legislative or regulatory changes
that adversely affect the value of aircraft. All such forward-looking
statements are current only as of the date on which such statements
were made. The Partnership does not undertake any obligation to
publicly update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.
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 hereunto duly authorized.
AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
By: Airlease Management Services, Inc.
General Partner
By: /s/ DAVID B. GEBLER
_________________________________
David B. Gebler
Chairman, Chief Executive Officer
Dated: December 19, 2003