UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 20, 2004
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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Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 20, 2004, the registrant entered into an Assumption
Agreement with Airlease Management Services, Inc. ("AMSI"), the General Partner
of the registrant, pursuant to which AMSI agreed to perform certain activities
(including preparation of K-1s, preparation of certain financial statements and
financial information, and distribution of K-1s to unitholders) relating to the
winding up of the registrant's affairs and the termination of the limited
partnership existence of the registrant and to assume responsibility for, and
thereby relieve the registrant from, certain related liabilities and obligations
of the registrant. As compensation for AMSI's agreement to perform such
activities and assume such liabilities, the registrant has agreed to pay to AMSI
$71,090 and assigned to AMSI its Airlease trade name and certain warrants to
purchase preferred stock of U.S. Airways.
ITEM 7.01. REGULATION FD DISCLOSURE.
On September 20, 2004, the registrant issued a press release announcing
that the Board of Directors of its General Partner has approved the termination
of the limited partnership existence of the registrant as of September 30, 2004.
The registrant further announced that as part of such termination and completion
of the dissolution, winding up and liquidation of the registrant, the Board of
Directors of the General Partner of the registrant approved a final cash
distribution of 8.5 cents per unit payable on October 15, 2004 to unitholders of
record as of the close of business on September 30, 2004. Lastly, the registrant
announced that as a result of such termination, trading in the registrant's
units will cease after September 30, 2004. A copy of the press release is filed
as Exhibit 99.1 hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release dated September 20, 2004.
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 thereunto duly authorized.
Date: September 21, 2004 AIRLEASE LTD., A CALIFORNIA LIMITED
PARTNERSHIP
(Registrant)
By: Airlease Management Services, Inc.,
Its General Partner
By: /s/ DAVID B. GEBLER
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David B. Gebler
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated September 20, 2004.