UNITED STATES
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) SEPTEMBER 26, 2003
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AIRLEASE LTD., A CALIFORNIA LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
CALIFORNIA 1-9259 94-3008908
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
555 CALIFORNIA STREET, 4TH FLOOR, SAN FRANCISCO, CALIFORNIA 94104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 765-1814
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INAPPLICABLE
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(Former name or former address if changed since last report)
Exhibit Index located on page 4.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 26, 2003, Airlease Ltd., a California limited partnership
(the "Company"), completed the sale of an off-lease MD-81 aircraft to OLSF,
L.L.C., a Delaware limited liability company (the "Buyer"), pursuant to an
Aircraft Sales Agreement, dated as of August 12, 2003 (the "Sales Agreement"),
among Wachovia Bank, National Association as trustee, the Company and the Buyer,
as amended by a First Amendment to Aircraft Sales Agreement, dated as of
September 26, 2003 (together with the Sales Agreement, the "Agreement"), among
the same parties. As part of the sale of this asset, the Company also sold two
engines installed on the aircraft, installed or attached appliances, parts,
instruments and other equipment, related flight, engineering and maintenance
documents and data, and related operational and maintenance records. In addition
to providing for the sale of these assets, the Agreement also provides for the
sale of two other similar aircraft (both are off-lease MD-81 aircraft) and
related assets by the Company, the first of which sales was completed on August
12, 2003 (as previously reported by the Company) and the last of which is
expected to be completed within the next four months. The consideration paid to
the Company in connection with sale of assets completed on September 26, 2003
was $1,200,000, as purchase price, plus a $100,000 deposit. The consideration
paid to the Company in connection with sale of assets completed on August 12,
2003 was $1,200,000, as purchase price, plus a $100,000 deposit. The combined
$200,000 deposit now held by the Company will be credited against the $1,200,000
purchase price for the third aircraft (which would be payable to the Company at
the time that this aircraft is sold to Buyer pursuant to the Agreement). The
obligations of the Buyer under the Agreement are guaranteed by GA Telesis
Turbine Technologies, L.L.C. The total consideration paid and payable to the
Company for assets sold pursuant to the Agreement was determined through arm's
length negotiations between representatives of the Company and the Buyer.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Exhibits
NUMBER EXHIBIT
2.1 Aircraft Sales Agreement, dated as of August 12, 2003, among
Wachovia Bank, National Association as trustee, Airlease Ltd.,
a California limited partnership, and OLSF, L.L.C., a Delaware
limited liability company (exhibits omitted). (The Company
agrees to furnish supplementally copies of omitted exhibits to
the Securities and Exchange Commission upon request.)
2.2 First Amendment to Aircraft Sales Agreement, dated as of
September 26, 2003, among Wachovia Bank, National Association
as trustee, Airlease Ltd., a California limited partnership,
and OLSF, L.L.C., a Delaware limited liability company
(exhibits omitted). (The Company agrees to furnish
supplementally copies of omitted exhibits to the Securities
and Exchange Commission upon request.)
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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: October 2, 2003
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EXHIBIT INDEX
NUMBER EXHIBIT
2.1 Aircraft Sales Agreement, dated as of August 12, 2003, among
Wachovia Bank, National Association as trustee, Airlease Ltd.,
a California limited partnership, and OLSF, L.L.C., a Delaware
limited liability company (exhibits omitted). (The Company
agrees to furnish supplementally copies of omitted exhibits to
the Securities and Exchange Commission upon request.)
2.2 First Amendment to Aircraft Sales Agreement, dated as of
September 26, 2003, among Wachovia Bank, National Association
as trustee, Airlease Ltd., a California limited partnership,
and OLSF, L.L.C., a Delaware limited liability company
(exhibits omitted). (The Company agrees to furnish
supplementally copies of omitted exhibits to the Securities
and Exchange Commission upon request.)
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