-----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, AHrAjf60Ds4p+J0D7zWSKN4AqN/mYeZjtcBTu6IPZLU1Pf/zEVisd2Vyyp0rz6SK JlrjfMSDnrnyDFlNPxQtJw== 0000929624-96-000251.txt : 19961113 0000929624-96-000251.hdr.sgml : 19961113 ACCESSION NUMBER: 0000929624-96-000251 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961112 SROS: NYSE GROUP MEMBERS: BA LEASING & CAPITAL CORPORATION GROUP MEMBERS: BANK OF AMERICA NT&SA GROUP MEMBERS: BANKAMERICA CORP GROUP MEMBERS: SECURITY PACIFIC EQUIPMENT LEASING, INC. GROUP MEMBERS: UNITED STATES AIRLEASE HOLDING, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRLEASE LTD CENTRAL INDEX KEY: 0000799033 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 943008908 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37685 FILM NUMBER: 96659985 BUSINESS ADDRESS: STREET 1: 733 FRONT ST STREET 2: P.O. BOX 193985 CITY: SAN FRANCISCO STATE: CA ZIP: 94119 BUSINESS PHONE: 4156279289 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKAMERICA CORP CENTRAL INDEX KEY: 0000009672 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941681731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: BANK OF AMERICA CTR STREET 2: 555 CALIFORNIA ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156223530 MAIL ADDRESS: STREET 1: 555 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 __________ SCHEDULE 13D Under the Securities Exchange Act of 1934 --------------- (Amendment No. 1)* AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP -------------- (Name of Issuer) DEPOSITARY UNITS REPRESENTING LIMITED PARTNERS' INTERESTS ---------------------------- (Title of Class of Securities) 009366105 ------------ (CUSIP Number) Cheryl Sorokin Executive Vice President and Secretary BankAmerica Corporation and certain of its subsidiaries, including BA Leasing & Capital Corporation 555 California Street San Francisco, California 94104 -------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 1996 ----------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box.[ ] Check the following box if a fee is being paid with the statement.[ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) Page 1 - ----------------------- --------------------- CUSIP NO. 009366105 13D PAGE 2 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BankAmerica Corporation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,025,000 Units OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,025,000 Units - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,025,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 HC - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 009366105 13D PAGE 3 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bank of America National Trust and Savings Association - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,025,000 Units OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,025,000 Units - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,025,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 BK - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 009366105 13D PAGE 4 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Security Pacific Equipment Leasing, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 1,025,000 Units OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 1,025,000 Units - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,025,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 009366105 13D PAGE 5 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BA Leasing & Capital Corporation - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 793,750 Units SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 231,250 Units OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 793,750 Units PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 231,250 Units - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,025,000 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 22.2% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ - ----------------------- --------------------- CUSIP NO. 009366105 13D PAGE 6 - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON United States Airlease Holding, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 AF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 231,250 Units SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 231,250 Units PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 231,250 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ Page 7 SCHEDULE 13D Each of the undersigned hereby amends the Schedule 13D that was filed with the Securities and Exchange Commission on September 25, 1996, relating to the Depositary Units representing Limited Partners' Units ("Units") of Airlease Ltd., a California limited partnership ("Airlease"). The Schedule 13D is amended as follows: ITEM 1. SECURITY AND ISSUER. Item 1 is amended in part as follows: The principal executive offices of Airlease are located at 555 California Street, San Francisco, California 94104. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended in its entirety as follows: This Schedule 13D is filed jointly by each of the following persons: (i) United States Airlease Holding, Inc., a California corporation ("USAH"), by virtue of its direct ownership in 231,250 Units; (ii) BA Leasing & Capital Corporation, a California corporation ("BALCAP"), by virtue of its ownership of all of the outstanding capital stock of USAH and its direct beneficial ownership in 793,750 Units; (iii) Security Pacific Equipment Leasing, Inc., a Delaware corporation ("Security Pacific Leasing"), by virtue of its ownership of all the outstanding capital stock of BALCAP; (iv) Bank of America National Trust and Savings Association, a national banking association organized under the laws of the United States of America ("Bank of America NT&SA"), by virtue of its ownership of all the outstanding capital stock of Security Pacific Leasing; and (v) BankAmerica Corporation, a Delaware corporation ("BAC"), by virtue of its ownership of all the outstanding capital stock of Bank of America NT&SA. USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC expressly disclaim that they have agreed to act as a group other than as described in this Schedule 13D. USAH's principal place of business is located at 555 California Street, San Francisco, California 94104. USAH is engaged in leasing and financing aircraft. Page 8 BALCAP's principal place of business is located at 555 California Street, San Francisco, California 94104. BALCAP is principally engaged in leasing and financing a variety of equipment, including aircraft, rail cars, vessels and energy facilities. Security Pacific Leasing's principal place of business is located at 555 California Street, San Francisco, California 94104. Security Pacific Leasing is engaged in leasing and financing a variety of equipment. Bank of America NT&SA's principal place of business is located at 555 California Street, San Francisco, California 94104. Bank of America NT&SA is a national banking association engaged in the banking business, with a variety of subsidiaries engaged in various activities, including consumer banking, corporate banking, commercial real estate lending and other financial services, middle-market banking, and private banking and investment services. BAC's principal place of business is located at 555 California Street, San Francisco, California 94104. BAC is a holding company, whose subsidiaries provide diverse financial products and services to individuals, businesses, government agencies and financial institutions throughout the world. Information concerning the directors and executive officers of BALCAP, Security Pacific Leasing, Bank of America NT&SA, BAC and USAH, and the principal occupations or employment of each such person are listed in Exhibits 1, 2, 3, 4, and 5, respectively, attached hereto and incorporated herein by reference. To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC, none of such persons has been convicted during the past five years in a criminal proceeding (excluding traffic violations or similar violations). To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC, during the last five years, none of such persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of such persons is a citizen of the United States. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is amended in its entirety as follows: USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC have acquired the Units for purposes of investment. Except as set forth in Item 6 below, none of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC presently have any plans which relate to or would result in actions or circumstances enumerated in Item 4 of Schedule 13D. Depending on market conditions and other factors (including evaluation of Airlease's business and prospects, availability of funds, Page 9 alternative uses of funds and general economic conditions), USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC may from time to time purchase additional Units or dispose of all or a portion of the Units. On October 31, 1996, BALCAP acquired all of the outstanding capital stock of USAH and USAH became a wholly owned subsidiary of BALCAP. ITEM 5. INTEREST IN SECURITIES OF ISSUER. Item 5 is amended in its entirety as follows: USAH beneficially and directly owns an aggregate of 231,250 Units of Airlease, which represent approximately 5% of the total number of Units presently issued and outstanding. As the parent company of USAH, BALCAP may be deemed a beneficial indirect owner of 231,250 Units. In addition, BALCAP beneficially and directly owns an aggregate of 793,750 Units of Airlease, which, together with the Units directly held by USAH, represent approximately 22.2% of the total number of Units presently issued and outstanding. As the parent company of BALCAP, Security Pacific Leasing may be deemed a beneficial indirect owner of the same 1,025,000 Units directly owned by USAH and BALCAP. As the parent company of Security Pacific Leasing, Bank of America NT&SA may be deemed a beneficial indirect owner of the same 1,025,000 Units directly owned by USAH and BALCAP and indirectly by Security Pacific Leasing. As the parent company of Bank of America NT&SA, BAC may be deemed a beneficial indirect owner of the same 1,025,000 Units directly owned by USAH and BALCAP and indirectly owned by Security Pacific Leasing and Bank of America NT&SA. BALCAP acquired 793,750 Units on September 20, 1996 from USAH, for a cash payment of $15.70 per Unit. On October 31, 1996 BALCAP acquired all of the outstanding capital stock of USAH and thereby acquired indirect beneficial ownership of 231,250 Units. Except as described in Item 6 below, none of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC, nor any of their directors and executive officers, has had any transactions in the Units in the past 60 days. See Item 6 below for a description of an agreement for BALCAP to acquire additional Airlease Purchased Assets (as defined in Item 6 below). USAH has sole voting and dispositive power over the 231,250 Units held directly by it. BALCAP has sole voting and dispositive power over the 793,750 Units held directly by it. By virtue of the relationship between USAH and BALCAP described in Item 2 above, BALCAP may be deemed to possess indirect beneficial ownership of the Units beneficially owned by USAH. By virtue of the relationship between USAH, BALCAP and Security Pacific Leasing described in Item 2 above, Security Pacific Leasing may be deemed to possess indirect beneficial ownership of the Units beneficially owned by USAH and BALCAP. By virtue of the relationship between USAH, BALCAP, Security Pacific Leasing and Bank of America NT&SA described in Item 2 above, Bank of PAGE> Page 10 America NT&SA may be deemed to possess indirect beneficial ownership of the Units beneficially owned by USAH and BALCAP. By virtue of the relationship between USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC described in Item 2 above, BAC may be deemed to possess indirect beneficial ownership of the Units beneficially owned by USAH and BALCAP. The filing of this Schedule 13D by Security Pacific Leasing, Bank of America NT&SA and BAC shall not be construed as an admission that any of them is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13D. By virtue of the relationship between USAH and BALCAP described in Item 2 above, BALCAP may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the Units beneficially owned by USAH. By virtue of the relationship between USAH, BALCAP and Security Pacific Leasing described in Item 2 above, Security Pacific Leasing may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the Units beneficially owned by USAH and BALCAP. By virtue of the relationship between USAH, BALCAP, Security Pacific Leasing and Bank of America NT&SA described in Item 2 above, Bank of America NT&SA may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the Units beneficially owned by USAH and BALCAP. By virtue of the relationship between USAH and BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC described in Item 2 above, BAC may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the Units beneficially owned by USAH and BALCAP. To the knowledge of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC, no director or executive officer of any of them owns any Units, other than David Gebler, who is a director and officer of USAH. See Exhibit 5 attached hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following Exhibits are filed herewith: 1. Directors and Executive Officers of BALCAP (filed as Exhibit 1 to the Schedule 13D filed by the undersigned on September 25, 1996, and incorporated herein by reference) 2. Directors and Executive Officers of Security Pacific Leasing (filed as Exhibit 2 to the Schedule 13D filed by the undersigned on September 25, 1996, and incorporated herein by reference) 3. Directors and Executive Officers of Bank of America NT&SA Page 11 4. Directors and Executive Officers of BAC 5. Directors and Executive Officers of USAH 6. Amended and Restated Agreement of Limited Partnership of Airlease, dated October 10, 1986 (filed as Exhibit 3 to the Schedule 13D filed by United States Airlease Holding, Inc. on October 17, 1986, and incorporated herein by reference) 7. Asset Purchase Agreement, dated as of August 5, 1996, among BA Leasing & Capital Corporation, USL Capital Corporation and Ford Motor Credit Company (filed as Exhibit 5 to the Schedule 13D filed by United States Airlease Holding, Inc. on September 5, 1996, and incorporated herein by reference) 8. Agreement of USAH, BALCAP, Security Pacific Leasing, Bank of America NT&SA and BAC to file Schedule 13D jointly Page 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 8, 1996 BANKAMERICA CORPORATION By /s/ David A. Thrailkill --------------------------------------- Name: David A. Thrailkill Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By /s/ David A. Thrailkill --------------------------------------- Name: David A. Thrailkill Title: Vice President SECURITY PACIFIC EQUIPMENT LEASING, INC. By /s/ Jerome A. Moskovitz --------------------------------------- Name: Jerome A. Moskovitz Title: Vice President BA LEASING & CAPITAL CORPORATION By /s/ Jerome A. Moskovitz --------------------------------------- Name: Jerome A. Moskovitz Title: Vice President UNITED STATES AIRLEASE HOLDING, INC. By /s/ David B. Gebler --------------------------------------- Name: David B. Gebler Title: Senior Vice President Page 13 EXHIBIT INDEX EXHIBIT 1. DIRECTORS AND EXECUTIVE OFFICERS OF BALCAP (FILED AS EXHIBIT 1 TO THE SCHEDULE 13D FILED BY THE UNDERSIGNED ON SEPTEMBER 25, 1996, AND INCORPORATED HEREIN BY REFERENCE) EXHIBIT 2. DIRECTORS AND EXECUTIVE OFFICERS OF SECURITY PACIFIC LEASING (FILED AS EXHIBIT 2 TO THE SCHEDULE 13D FILED BY THE UNDERSIGNED ON SEPTEMBER 25, 1996, AND INCORPORATED HEREIN BY REFERENCE) EXHIBIT 3. DIRECTORS AND EXECUTIVE OFFICERS OF BANK OF AMERICA NT&SA EXHIBIT 4. DIRECTORS AND EXECUTIVE OFFICERS OF BAC EXHIBIT 5. DIRECTORS AND EXECUTIVE OFFICERS OF USAH EXHIBIT 6. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIRLEASE, DATED OCTOBER 10, 1986 (FILED AS EXHIBIT 3 TO THE SCHEDULE 13D FILED BY UNITED STATES AIRLEASE HOLDING, INC. ON OCTOBER 17, 1986, AND INCORPORATED HEREIN BY REFERENCE) EXHIBIT 7. ASSET PURCHASE AGREEMENT, DATED AS OF AUGUST 5, 1996, AMONG BA LEASING & CAPITAL CORPORATION, USL CAPITAL CORPORATION AND FORD MOTOR CREDIT COMPANY (FILED AS EXHIBIT 5 TO THE SCHEDULE 13D FILED BY UNITED STATES AIRLEASE HOLDING, INC. ON SEPTEMBER 5, 1996, AND INCORPORATED HEREIN BY REFERENCE) EXHIBIT 8. AGREEMENT OF USAH, BALCAP, SECURITY PACIFIC LEASING, BANK OF AMERICA NT&SA AND BAC TO FILE SCHEDULE 13D JOINTLY
EX-3 2 DIRS & EXEC OFFICERS OF BANK OF AMERICA NT&SA Page 14 EXHIBIT 3 BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION DIRECTOR AND EXECUTIVE OFFICERS INFORMATION The following table sets forth the names, addresses and principal occupations of the executive officers and directors of Bank of America National Trust and Savings Association (directors are indicated by asterisk). Each such person is a citizen of the United States.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- *Joseph F. Alibrandi Chairman of the Board 1955 North Surveyor Ave. Whittaker Corporation Simi Valley, CA 93063 Simi Valley, CA (principal business: aerospace manufacturing) *Jill E. Barad President Chief Operating 333 Continental Blvd. Officer 15th Floor Mattel, Inc. El Segundo, CA 90245 El Segundo, CA (principal business: toy maker) *Peter B. Bedford Chairman of the Board and 270 Lafayette Circle Chief Executive Officer Lafayette, CA 94549 Bedford Property Investors, Inc. Lafayette, CA (principal business: real estate investment trust) *Andrew F. Brimmer President 4400 MacArthur Blvd., Brimmer & Company, Inc. N.W. Washington, D.C. Suite 302 (principal business: Washington, D.C. 20007 economic and financial consulting)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Kathleen J. Burke Vice Chairman and 555 California Street Personnel Relations 40th Floor Officer San Francisco, CA 94104 BankAmerica Corporation San Francisco, CA (principal business: banking and finance) *Richard A. Clarke Retired Chairman of the 123 Mission St., Room Board and Chief H17F Executive Officer San Francisco, CA 94106 Pacific Gas & Electric Company San Francisco, CA (principal business: gas and electric utility) *David A. Coulter Chairman, President and Chief 555 California Street Executive Officer 40th Floor BankAmerica Corporation San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) *Timm F. Crull Retired Chairman c/o Hallmark Cards, Inc. Nestle USA, Inc. 1024 E. Balboa Blvd. Glendale, CA Newport Beach, CA 92661 (principal business: food and related products processing) *Kathleen Feldstein President 147 Clifton Street Economics Studies, Inc. Belmont, MA 02178 Belmont, MA (principal business: economics consulting)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- *Donald E. Guinn Chairman Emeritus Pacific Telesis Center Pacific Telesis Group 130 Kearny St., San Francisco, CA Room 3704 (principal business: San Francisco, CA 94108 telecommunications) *Frank L. Hope Consulting Architect 2726 Shelter Island Dr. San Diego, CA Suite 250 (principal business: San Diego, CA 92106 architecture) *Ignacio E. Lozano, Jr. Chairman 411 West Fifth St., La Opinion 12th Floor Los Angeles, CA Los Angeles, CA 90013 (principal business: newspaper publishing) *Walter E. Massey President Office of the President Morehouse College 830 Westview Drive., S.W. Atlanta, GA Atlanta, GA 30314 (principal business: education) Jack L. Meyers Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Michael J. Murray Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Michael E. O'Neill Vice Chairman and Chief 555 California Street Financial Officer 40th Floor BankAmerica Corporation San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Thomas E. Peterson Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *John M. Richman Of Counsel to the law 227 West Monroe Street firm of Wachtell, Suite 4825 Lipton, Rosen & Katz Chicago, IL 60606 Chicago, IL (principal business: law) *Richard M. Rosenberg Retired Chairman and 555 California Street Chief Executive 5th Floor Officer San Francisco, CA 94104 BankAmerica Corporation San Francisco, CA (principal business: banking and finance) Michael E. Rossi Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *A. Michael Spence Dean of Graduate School Memorial Way, Room 140 of Business Stanford, CA 94305 Stanford University Stanford, CA (principal business: education)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Martin A. Stein Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *Solomon D. Trujillo President and Chief 1801 California Street Executive Officer 52nd Floor US West Communications Denver, CO 80202 Group Denver, CO (principal business: communications)
EX-4 3 DIRS & EXEC OFFICERS OF BANKAMERICA CORP. Page 19 EXHIBIT 4 BANKAMERICA CORPORATION DIRECTOR AND EXECUTIVE OFFICERS INFORMATION The following table sets forth the names, addresses and principal occupations of the executive officers and directors of BankAmerica Corporation (directors are indicated by asterisk). Each such person is a citizen of the United States.
NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- *Joseph F. Alibrandi Chairman of the Board 1955 North Surveyor Ave. Whittaker Corporation Simi Valley, CA 93063 Simi Valley, CA (principal business: aerospace manufacturing) *Jill E. Barad President Chief 333 Continental Blvd. Operating Officer 15th Floor Mattel, Inc. El Segundo, CA 90245 El Segundo, CA (principal business: toy maker) *Peter B. Bedford Chairman of the Board 270 Lafayette Circle and Chief Executive Lafayette, CA 94549 Officer Bedford Property Investors, Inc. Lafayette, CA (principal business: real estate investment trust) *Andrew F. Brimmer President 4400 MacArthur Blvd., Brimmer & Company, Inc. N.W. Washington, D.C. Suite 302 (principal business: Washington, D.C. 20007 economic and financial consulting)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Kathleen J. Burke Vice Chairman and 555 California Street Personnel Relations 40th Floor Officer San Francisco, CA 94104 BankAmerica Corporation San Francisco, CA (principal business: banking and finance) *Richard A. Clarke Retired Chairman of the 123 Mission St., Room Board and Chief H17F Executive Officer San Francisco, CA 94106 Pacific Gas & Electric Company San Francisco, CA (principal business: gas and electric utility) *David A. Coulter Chairman, President and Chief 555 California Street Executive Officer 40th Floor BankAmerica Corporation San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) *Timm F. Crull Retired Chairman c/o Hallmark Cards, Inc. Nestle USA, Inc. 1024 E. Balboa Blvd. Glendale, CA Newport Beach, CA 92661 (principal business: food and related products processing) *Kathleen Feldstein President 147 Clifton Street Economics Studies, Inc. Belmont, MA 02178 Belmont, MA (principal business: economics consulting)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- *Donald E. Guinn Chairman Emeritus Pacific Telesis Center Pacific Telesis Group 130 Kearny St., San Francisco, CA Room 3704 (principal business: San Francisco, CA 94108 telecommunications) *Frank L. Hope Consulting Architect 2726 Shelter Island Dr. San Diego, CA Suite 250 (principal business: San Diego, CA 92106 architecture) *Ignacio E. Lozano, Jr. Chairman 411 West Fifth St., La Opinion 12th Floor Los Angeles, CA Los Angeles, CA 90013 (principal business: newspaper publishing) *Walter E. Massey President Office of the President Morehouse College 830 Westview Drive., S.W. Atlanta, GA Atlanta, GA 30314 (principal business: education) Jack L. Meyers Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Michael J. Murray Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Michael E. O'Neill Vice Chairman and 555 California Street Chief Financial 40th Floor Officer San Francisco, CA 94104 BankAmerica Corporation San Francisco, CA (principal business: banking and finance) Thomas E. Peterson Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *John M. Richman Of Counsel to the law 227 West Monroe Street firm of Wachtell, Suite 4825 Lipton, Rosen & Katz Chicago, IL 60606 Chicago, IL (principal business: law) *Richard M. Rosenberg Retired Chairman and 555 California Street Chief Executive Officer 5th Floor BankAmerica Corporation San Francisco, CA 94104 San Francisco, CA (principal business: banking and finance) Michael E. Rossi Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *A. Michael Spence Dean of Graduate School Memorial Way, Room 140 of Business Stanford, CA 94305 Stanford University Stanford, CA (principal business: education)
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NAME AND BUSINESS ADDRESS PRINCIPAL OCCUPATION ---------------- -------------------- Martin A. Stein Vice Chairman 555 California Street BankAmerica Corporation 40th Floor San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *Solomon D. Trujillo President and Chief 1801 California Street Executive Officer 52nd Floor US West Communications Denver, CO 80202 Group Denver, CO (principal business: communications)
EX-5 4 DIRS & EXEC OFFICERS OF US AIRLEASE HOLDING, INC. PAGE 24 EXHIBIT 5 UNITED STATES AIRLEASE HOLDING, INC. DIRECTOR AND EXECUTIVE OFFICERS INFORMATION The following table sets forth the names, addresses and principal occupations of the executive officers and directors of United States Airlease Holding, Inc (directors are indicated by asterisk). Each such person is a citizen of the United States and director of United States Airlease Holding, Inc.
NUMBER NATURE OF NAME AND OF UNITS BENEFICIAL BUSINESS ADDRESS PRINCIPAL OCCUPATION OWNED OWNERSHIP ---------------- -------------------- ----------- ----------- *David B. Gebler Senior Vice President 700 (1) 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Candace L. Hage Senior Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *Richard V. Harris Chairman of the Board and President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Terri L. Kwiatek Senior Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Durian D. Pingree Senior Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) Richard A. Rodgers Senior Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance) *K. Thomas Rose Executive Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance)
(1) Includes 200 units held by Mr. Gebler as custodian for a minor child as to which Mr. Gebler has shared voting and investment power and as to which beneficial ownership is disclaimed. PAGE 25
NUMBER NATURE OF NAME AND OF UNITS BENEFICIAL BUSINESS ADDRESS PRINCIPAL OCCUPATION OWNED OWNERSHIP ---------------- -------------------- -------- --------- Richard C. Walter Senior Vice President 555 California Street San Francisco, CA San Francisco, CA 94104 (principal business: banking and finance)
EX-8 5 AGREEMENT TO FILE JOINTLY Page 26 EXHIBIT 8 AGREEMENT TO FILE JOINTLY The undersigned hereby agrees as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Amendment No. 1 to Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Amendment No. 1 to Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: November 8, 1996 BANKAMERICA CORPORATION By /s/ David A. Thrailkill --------------------------- Name: David A. Thrailkill Title: Vice President BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By /s/ David A. Thrailkill -------------------------- Name: David A. Thrailkill Title: Vice President SECURITY PACIFIC EQUIPMENT LEASING, INC. By /s/ Jerome A. Moskovitz -------------------------- Name: Jerome A. Moskovitz Title: Vice President BA LEASING & CAPITAL CORPORATION By /s/ Jerome A. Moskovitz -------------------------- Name: Jerome A. Moskovitz Title: Vice President UNITED STATES AIRLEASE HOLDING, INC. By /s/ David B. Gebler -------------------------- Name: David B. Gebler Title: Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----