-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NvB63fTP/izCBQJpuZ6r7cFj6cCbXvjFx6hlLCUql1O4VUTt2YKMTDmD6EfWqKxF r5+bAkyVogATwOvpL6zIHw== 0000912057-00-053829.txt : 20001218 0000912057-00-053829.hdr.sgml : 20001218 ACCESSION NUMBER: 0000912057-00-053829 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001130 ITEM INFORMATION: FILED AS OF DATE: 20001215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WILLIS LEASE FINANCE CORP CENTRAL INDEX KEY: 0001018164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 680070656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-15369 FILM NUMBER: 790526 BUSINESS ADDRESS: STREET 1: 2320 MARINSHIP WAY STREET 2: STE 300 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 4153315281 MAIL ADDRESS: STREET 1: 2320 MARINSHIP WAY STREET 2: SUITE 300 CITY: SAUSALITO STATE: CA ZIP: 94965 8-K/A 1 a2033516z8-ka.txt 8-K/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------- Date of Report: November 30, 2000 WILLIS LEASE FINANCE CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28774 68-0070656 (State or Other Jurisdiction (Commission File (I.R.S. Employer of Incorporation ) Number) Identification Number) 2320 MARINSHIP WAY, SUITE 300 SAUSALITO, CALIFORNIA 94965 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (415) 331-5281 ================================================================================ This amendment is filed solely to include Exhibit 99.1 which was inadvertently omitted in the original Form 8-K filed on December 15, 2000. 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. Dated as of December 15, 2000. WILLIS LEASE FINANCE CORPORATION By: /S/ NICHOLAS J. NOVASIC ------------------------ Nicholas J. Novasic Chief Financial Officer (ITEM 7. FINANCIAL STATEMENTS, PRO FORM FINANCIAL INFORMATION AND EXHIBITS, CONTINUED). (c) Exhibits 10.1+ First Amendment to Rights Agreement, dated as of November 30, 2000, by and between Willis Lease Finance Corporation and American Stock Transfer & Trust Company. -------------------------------------------------------------------------- 10.2+ Transition Services Agreement, dated as of November 30, 2000 by and between Willis Lease Finance Corporation and Willis Aeronautical Services, Inc. -------------------------------------------------------------------------- 10.3 Investment Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, FlightTechnics LLC, Flightlease AG, SR Technics Group and SR Technics Group America, Inc. Previously filed as Exhibit 10.1 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.4 Membership Interest Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group America, Inc. Previously filed as Exhibit 10.3 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.5 Share Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group America, Inc. Previously filed as Exhibit 10.4 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.6* Cooperation Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, Flightlease AG and SR Technics Group. Previously filed as Exhibit 10.6 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.7* Aircraft Engine Purchase Agreement, dated as of November 7, 2000, by and between Willis Lease Finance Corporation and SR Technics Group AG. Previously filed as Exhibit 10.7 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 10.8 Stockholders' Agreement, dated as of November 7, 2000, by and among Willis Lease Finance Corporation, Charles F. Willis, IV, CFW Partners, L.P., Austin Chandler Willis 1995 Irrevocable Trust and FlightTechnics LLC. Previously filed as Exhibit 10.8 to the Registrant's Current Report of Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. -------------------------------------------------------------------------- 99.1 Press Release of Willis Lease Finance Corporation dated as of November 30, 2000. --------------------------------------------------------------------------
+ Previously filed. * Confidential treatment requested of the Securities and Exchange Commission in connection with the filing of the Current Report filed on November 13, 2000. EX-99.1 2 a2033516zex-99_1.txt EXHIBIT 99.1 EXHIBIT 99.1 WILLIS LEASE FINANCE COMPLETES SALE OF NEW SHARES AT $15 PER SHARE AND SALE OF NON-CORE BUSINESSES IN ALLIANCE WITH SAIRGROUP SAUSALITO, Calif. and ZURICH, Switzerland--(BUSINESS WIRE)--Nov. 30, 2000 -- Willis Lease Finance Corporation (Nasdaq:WLFC - NEWS), today announced it has completed the previously announced sale of new shares and its interest in its spare parts and repair businesses to affiliates of SAirGroup, a global leader in the airline industry and parent of Swissair. SAirGroup subsidiaries, Flightlease AG and SR Technics Group, have acquired 1.3 million newly issued shares of WLFC through a private placement at $15 per share. This investment represents a 15% ownership stake in WLFC. Proceeds from the private placement were $19.5 million. As part of this transaction, the SAirGroup affiliate was granted an option, which may be subject to stockholder approval, to purchase additional newly issued shares, at prices ranging from $15.00 per share to $16.50 per share, up to an aggregate holding of 34.9% of the outstanding WLFC common stock. As part of the overall transaction, WLFC sold Willis Aeronautical Services, Inc. (WASI), its parts distribution business and its 50% ownership interest in Pacific Gas Turbine Center, LLC (PGTC), an overhaul and repair facility, to a subsidiary of SR Technics Group. The proceeds from these sales, before transaction costs and possible post-closing adjustments, totaled $42.1 million, producing an overall pretax gain of $6.0 million. In addition WLFC also acquired beneficial ownership of 5 jet engines from SR Technics Group for approximately $43 million and is leasing them back to SR Technics Group for periods of up to ten years. Through the new alliance with SAirGroup, WLFC will support the engine leasing requirements of Swissair, its affiliates, and their industry partners and customers. SR Technics Group will provide maintenance and parts services to WLFC. SR Technics Group is the maintenance services subsidiary of SAirGroup and, in the United States, operates a large aircraft maintenance, overhaul and modification center in Palmdale, California. "We are delighted to have completed these transactions with the SAirGroup and we are looking forward to focusing our attention on expanding our core engine leasing business. We now have additional capital, a strong partner, and an expanded capability to offer innovative services to our worldwide airline clients," said Charles F. Willis, President and Chief Executive Officer of WLFC. "I am very excited about the future possibilities of this strategic partnership with SAirGroup and I look forward to working closely with our new partner to maximize the potential of our new alliance. I also welcome our newest Board member, Hans Jorg Hunziker, President and CEO of Flightlease, and I am excited about the contribution he can make to the Board." "The alliance with Willis allows us to link engine maintenance and spare engine services to the same provider while expanding our presence and range of services in the U.S., the largest MRO market in the world," stated Hans-Ulrich Beyeler, President and Chief Executive Officer of SR Technics Group, in commenting on the investment in WLFC and the purchase of WASI and the 50% interest in PGTC. Donald A. Nunemaker will step down from the Board of Directors of Willis Lease Finance to make room on the Board for Hunziker. Nunemaker will continue as Executive Vice President and Chief Administrative Officer of WLFC. "I want to take this opportunity to thank Don for his many outstanding contributions to the successful completion of this alliance with SAirGroup. I look forward to Don's continuing participation in our executive team," added Willis in discussing the Board change. Willis Lease Finance Corporation provides leases of spare commercial aircraft engines, rotable parts and aircraft to commercial airlines, aircraft engine manufacturers and 2 overhaul/repair facilities. These leasing activities are integrated with the purchase and resale of used and refurbished commercial aircraft engines. Through its relationship with SR Technics, the Company makes available asset management and engine maintenance services. Except for historical information contained herein, the matters discussed in this release contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, maintaining supplier and customer relationships, the effect of changing economic conditions, trends in the airline industry, risks associated with refurbishing and providing engines to aircraft, the ability of the Company to successfully negotiate equipment purchases and to remarket or re-lease engines and component packages in a timely manner, changes in accounting guidelines, the ability to collect outstanding revenue commitments, fluctuations in the demand for and value of aircraft engines, the ability to control costs and expenses, changes in interest rate levels, availability of capital to the Company, the Company's ability to effectively implement the strategic partnership, the Company's ability to find suitable partners for joint ventures or other affiliations and other risks detailed in the Company's Report on Form 10-K and continuing reports filed with the Securities and Exchange Commission. 3 -----END PRIVACY-ENHANCED MESSAGE-----