-----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, LbK57uIOO72QAQaybOIRSOw9bbXrVYj4ZJ31Y8VYN+5/bo/xubhzlWX8rW4fYk2O hw/W2LH3cSo1oh+esh+7UQ== 0000950131-00-500062.txt : 20001212 0000950131-00-500062.hdr.sgml : 20001212 ACCESSION NUMBER: 0000950131-00-500062 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001211 GROUP MEMBERS: FLIGHTLEASE AG GROUP MEMBERS: FLIGHTTECHNICS LLC GROUP MEMBERS: SR TECHNICS GROUP GROUP MEMBERS: SR TECHNICS GROUP AMERICA, INC SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-49935 FILM NUMBER: 787073 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLIGHTTECHNICS LLC CENTRAL INDEX KEY: 0001129699 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 520 WEST PALMDALE BLVD SUITE C-1 CITY: PALMDALE STATE: CA ZIP: 93551 BUSINESS PHONE: 6615381150 MAIL ADDRESS: STREET 1: 520 WEST PALMDALE BLVD SUITE C-1 CITY: PALMDALE STATE: CA ZIP: 93551 SC 13D 1 dsc13d.txt SCHEDULE 13D - -------------------------- --------------------- CUSIP No. 970646 10 5 13D Page 1 of 28 - -------------------------- --------------------- ----------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.... 14.9 ----------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) Willis Lease Finance Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 970646 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Dieter A. Schmitz, Esq. Baker & McKenzie 130 E. Randolph Dr., Chicago, IL 60601 (312)861-8848 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2000 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 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 ("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). - ---------------------------- --------------------- CUSIP No. 970646 10 5 13D Page 2 of 28 - ---------------------------- --------------------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) FlightTechnics, LLC - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: AF - ------------------------------------------------------------------------------ 5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E): - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 6,066,822* OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 3,000,000* - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,066,822* - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 58.3% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! *This amount includes the exercise by FlightTechnics of its Option (as defined below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an amount between 1,700,000 Shares and that amount that would give FlightTechnics a total holding equal to 34.9% of the outstanding Shares at the time of such exercise. - ---------------------------- --------------------- CUSIP No. 970646 10 5 13D Page 3 of 28 - ---------------------------- --------------------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SR Technics Group America, Inc. - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: AF - ------------------------------------------------------------------------------ 5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E): - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 3,000,000* OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 3,000,000* - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000* - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.8% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! *This amount includes the exercise by FlightTechnics of its Option (as defined below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an amount between 1,700,000 Shares and that amount that would give FlightTechnics a total holding equal to 34.9% of the outstanding Shares at the time of such exercise. - ---------------------------- --------------------- CUSIP No. 970646 10 5 13D Page 4 of 28 - ---------------------------- --------------------- - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Flightlease AG - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS: AF - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E): - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 3,000,000* OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 3,000,000* - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000* - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.8% - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! *This amount includes the exercise by FlightTechnics of its Option (as defined below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an amount between 1,700,000 Shares and that amount that would give FlightTechnics a total holding equal to 34.9% of the outstanding Shares at the time of such exercise. - ---------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 5 of 28 - ---------------------------- ----------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SR Technics Group - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS: AF - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURES OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E): - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------------- 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ------------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER WITH 3,000,000* - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000* - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 28.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! *This amount includes the exercise by FlightTechnics of its Option (as defined below) for 1,700,000 Shares. FlightTechnics may exercise its Option for an amount between 1,700,000 Shares and that amount that would give FlightTechnics a total holding equal to 34.9% of the outstanding Shares at the time of such exercise. - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 6 of 28 - ------------------------------ -------------------- Preliminary Note This Schedule 13D is being filed because the Reporting Persons (as defined below) may be deemed to be members of a group comprised of FlightTechnics, LLC, SR Technics Group America, Inc., Flightlease AG and SR Technics Group (collectively, the "Reporting Persons"), which group may be deemed to be the beneficial owner in excess of 5% of the Shares (as defined below) of Willis Lease Finance Corporation. The filing of this Schedule 13D should not be deemed an admission that the Reporting Persons comprise a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the "Act"). Each of the Reporting Persons disclaims beneficial ownership of the Shares beneficially owned by any of the other Reporting Persons or by the CFW Persons (as defined below). Item 1. Security and Issuer. This Schedule 13D relates to the Common Stock, par value $0.01 per share (the "Shares"), of Willis Lease Finance Corporation (the "Issuer"), which to the best knowledge of the persons filing this Schedule 13D, is a corporation organized under the laws of Delaware and has its principal business address at 2320 Marinship Way, Suite 300, Sausalito, CA 94965. Item 2. Identity and Background. This Schedule 13D is being filed by FlightTechnics, LLC, a Delaware limited liability company ("FlightTechnics"), SR Technics Group America, Inc., a Delaware corporation ("SR Technics America"), Flightlease AG, a company organized under the laws of Switzerland ("Flightlease"), and SR Technics Group, a company organized under the laws of Switzerland ("SR Technics"). Each of FlightTechnics and SR Technics America is a holding company. Flightlease is engaged in the business of financing, purchase, leasing and sale of airplanes, engines, components, and parts for commercial aircraft. SR Technics is engaged in the business of maintenance, repair, overhaul and modification of large aircraft. The principal business address of each of FlightTechnics and SR Technics America is 520 West Palmdale Blvd., Suite C-1, Palmdale, CA 93551. The principal business address of Flightlease is DY, CH-8058 Zurich Airport, Zurich, Switzerland and the principal business address of SR Technics is TB, CH-8058 Zurich Airport, Zurich, Switzerland. The name, business address, present principal occupation and citizenship of each executive officer and director of each of the Reporting Persons are set forth on Appendix 1 hereto, which is incorporated herein by reference. During the last five years, none of the Reporting Persons or, to the best knowledge of each Reporting Person, any of its respective executive officers or directors has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 7 of 28 - ------------------------------ -------------------- Each of SR Technics America and Flightlease owns a 50% membership interest in FlightTechnics. SR Technics America is a wholly-owned subsidiary of SR Technics. SR Technics is a wholly-owned subsidiary of SAirServices AG, a company organized under the laws of Switzerland ("SAirServices"). Each of SAirServices and Flightlease is a wholly-owned subsidiary of SAirGroup, a company organized under the laws of Switzerland ("SAirGroup"). Each of SAirServices and SAirGroup disclaims beneficial ownership of the Shares beneficially owned by any of the Reporting Persons or the CFW Persons (as defined below). SAirServices is a holding company for companies that provide, among other things, aircraft maintenance and other services. SAirGroup is a holding company of a group of specialist service companies offering air transport and transport- related services. The principal business addresses of each of SAirServices and SAirGroup is P.O. Box, CH-8058 Zurich Airport, Zurich, Switzerland. The name, business address, present principal occupation and citizenship of each executive officer and director of each of SAirServices and SAirGroup are set forth on Appendix 2 hereto, which is incorporated herein by reference. During the last five years, neither of SAirServices or SAirGroup nor, to the best knowledge of each of SAirServices and SAirGroup, any of its respective executive officers or directors has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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. Item 3. Source and Amount of Funds or Other Consideration. FlightTechnics may be deemed to beneficially own 3,066,822 of the Shares (the "CFW Shares") reflected in this Schedule 13D (or deemed, solely for purposes of Rule 13d-3, to be beneficially owned) by it directly or indirectly, because FlightTechnics entered into the Stockholders' Agreement with Charles F. Willis, IV, a United States citizen, CFW Partners, L.P., a California limited partnership, and The Austin Chandler Willis 1995 Revocable Trust, an irrevocable trust governed by the laws of the state of California (collectively, the "CFW Persons"), as more specifically described below, the terms of which are hereby incorporated by reference herein. No funds of any Reporting Person were or will be used to purchase the CFW Shares. The amount of funds used to purchase 1,300,000 Shares was $19.5 million pursuant to the Investment Agreement dated as of November 7, 2000 among the Issuer, FlightTechnics, Flightlease, SR Technics and SR Technics America (the "Investment Agreement"). All of such funds used to purchase the 1,3000,000 Shares were provided to FlightTechnics by certain of its affiliates. - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 8 of 28 - ------------------------------ -------------------- Item 4. Purpose of Transaction. The Issuer, FlightTechnics and the CFW Persons entered into that certain Stockholders' Agreement (the "Stockholders' Agreement"), dated as of November 7, 2000, which became effective on November 30, 2000. The Stockholders' Agreement was previously filed as Exhibit 10.8 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2000 (the "2000 Current Report") and is incorporated herein by reference. The Investment Agreement was filed with the Securities and Exchange Commission as Exhibit 10.1 to the 2000 Current Report and is incorporated herein by reference. Under the Investment Agreement, FlightTechnics purchased 1,300,000 of the Shares (the "Stock") and was granted a one-time option (the "Option") to purchase additional Shares in an amount between One Million Seven Hundred Thousand (1,700,000) and that number of Shares that would give FlightTechnics ownership of an amount equal to 34.9% of the outstanding common stock of the Issuer immediately after and giving effect to the exercise of the Option (the "Additional Stock," and together with the Stock, the "FlightTechnics' Shares"). The Option must be exercised within eighteen months of November 30, 2000 and is subject to either (i) NASD/NASDAQ concurrence that stockholder approval of such issuance is not required or (ii) stockholder approval of such issuance. The purchase price for the 1,700,000 shares is $15.00 per share and the purchase price for any additional shares subject to the Option is $16.50 per share. In connection with the sale of the Stock by the Issuer to FlightTechnics, FlightTechnics was issued one preferred stock purchase right (a "Right") for each share of Stock under and pursuant to the terms of the Rights Agreement dated as of September 24, 1999 (the "Rights Agreement") between the Issuer and American Stock Transfer & Trust Company, as Rights Agent, as amended by the First Amendment to Rights Agreement effective as of November 30, 2000 (the "Amendment to Rights Agreement"). In the event that FlightTechnics exercises the Option to acquire the Additional Stock, FlightTechnics will receive a corresponding number of Rights equal to the Additional Stock. Each Right represents the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Issuer and is subject to the terms and conditions more fully set forth in the Rights Agreement, which was previously filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K with the Securities and Exchange Commission on October 4, 1999 and is incorporated herein by reference, and in the Amendment to Rights Agreement, which is filed as Exhibit E to this Schedule 13D. Until the Distribution Date (as defined in the Rights Agreement), (i) the Rights are not exercisable, (ii) the Rights are attached to and trade only together with the Shares, and (iii) the stock certificates representing the Shares also represent the Rights attached to the Shares. All holders of record of the outstanding Shares of the Issuer at the close of business on October 12, 1999 received a Right for each Share. In connection with the transactions contemplated by the Investment Agreement, the Issuer entered into the Amendment to the Rights Agreement to include FlightTechnics and its affiliates under the definition of "Exempt Person," subject to FlightTechnics and its affiliates owning a certain percentage of the Shares. Under the Stockholders' Agreement, the CFW Persons have agreed to vote their Shares in favor of (a) the ratification of the grant by the Issuer to FlightTechnics of the Option, (b) the approval of the issuance and sale of the Additional Stock to FlightTechnics, and (c) in favor of any other actions related to the granting of the Option or the issuance and sale of the Additional Stock to FlightTechnics, which are submitted to a vote of the stockholders of the Issuer, and - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 9 of 28 - ------------------------------ -------------------- against any other action or agreement which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the grant, issuance, or contemplated economic benefits to FlightTechnics of the Option or the Additional Stock. In addition, the CFW Persons have agreed to vote their Shares against an amendment to the Issuer's Certificate of Incorporation or Bylaws that would (i) change the number of directors from five (5) (other than upon the exercise of the Option as described below), (ii) reduce the notice period for meetings of the Issuer's board, (iii) require a vote of a supermajority of the Shares for any matter except as required by law or the current Certificate of Incorporation or Bylaws of the Issuer, (iv) eliminate the technical sales personnel position that FlightTechnics has the right to name, or (v) conflict with the terms of the Stockholders' Agreement. Under the Stockholders' Agreement, FlightTechnics has agreed to vote the FlightTechnics' Shares in the following manner until November 29, 2005: (i) against an amendment that would change the number of directors from five (5) (other than upon the exercise of the Option as described below), (ii) in the same manner as the CFW Persons with respect to an increase in the number of authorized Shares, (iii) in the same percentage as all other shares of capital stock of the Issuer in the election and removal of directors (other than upon the exercise of the Option as described below), and (iv) in the same manner as the CFW Persons, between November 29, 2003 and November 29, 2005, with respect to the acquisition of the Issuer by way of merger, consolidation or share exchange or the sale of substantially all of the Issuer's assets. Pursuant to the Stockholders' Agreement, FlightTechnics has a right of first offer to purchase, except for options granted under the Issuer's 1996 Stock Option/Stock Issuance Plan, any or all of the Shares or any other equity securities of the Issuer hereafter acquired by any CFW Person (the "Target Shares") if such CFW Person proposes to sell or transfer to a person other than another CFW Person such Target Shares. Under the Stockholders' Agreement, FlightTechnics may purchase an additional 250,000 Shares on the open market beginning on November 30, 2000 and may purchase more at certain times between November 30, 2000 and November 29, 2005 upon the occurrence of certain conditions, but in no event may FlightTechnics and its affiliates own in the aggregate in excess of 49.9% of the Shares within the five-year period between November 30, 2000 and November 29, 2005. In addition, from November 30, 2000 through November 29, 2003, if FlightTechnics exercises its Option, each of the Issuer and the CFW Persons must receive the prior written consent of FlightTechnics prior to entering into the following: (i) an acquisition, merger, reorganization or consolidation or similar transaction (a "Reorganization Transaction") with any person other than FlightTechnics or its affiliates in which the consideration is stock and the stockholders of the Issuer immediately prior to such Reorganization Transaction will not own at least 75% of the entity surviving such Reorganization Transaction; (ii) the sale of all or substantially all of the assets of the Issuer unless the stockholders of the Issuer immediately after such sale own at least 75% of the entity acquiring such assets; or (iii) any investment in the Issuer by any strategic investor other than an affiliate of FlightTechnics, such investment to be evidenced by the issuance of any voting equity interest in the Issuer or any other securities convertible into a voting equity interest in the Issuer. The CFW Persons may enter into - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 10 of 28 - ------------------------------ -------------------- discussions with any person or enter into any agreement regarding the foregoing if the Issuer's board of directors concludes in good faith, after having taken into account the advice of its outside legal counsel, that such an action is required in order for the board to comply with its fiduciary obligations to the Issuer's stockholders. Under the Stockholders' Agreement, the Issuer has the right to negotiate a definitive purchase agreement to purchase the Shares of FlightTechnics if FlightTechnics proposes to transfer its Shares. This right may be transferred to the CFW Persons so long as Charles F. Willis, IV, is the beneficial owner of at least 1,500,000 Shares. As a result of this transaction, FlightTechnics was given the right to nominate a new director to the Issuer's board. Upon the close of the transaction, Hans Jorg Hunziker, President and Chief Executive Officer of Flightlease, was appointed as a new Class I director of the Issuer. Donald A. Nunemaker resigned as a Class I director of the Issuer. Upon the exercise of the Option, the board will increase in size from five (5) members to seven (7) members and FlightTechnics may nominate an additional new director. In connection with the foregoing, the CFW Persons agreed to vote for a successor to the directors nominated by FlightTechnics as requested by FlightTechnics and to remove the director nominated by FlightTechnics if so requested by FlightTechnics. References to and description of the Stockholders' Agreement, the Investment Agreement, the Rights Agreement and the Amendment to Rights Agreement as set forth herein are qualified in their entity by reference to the copies of the Stockholders' Agreement, the Investment Agreement, the Rights Agreement and the Amendment to Rights Agreement and are incorporated herein in their entirety where such references and descriptions appear. No funds of the Reporting Persons were used to purchase the CFW Shares. The Reporting Persons do not have any economic interests in the CFW Shares or the right to dispose of such Shares. The Reporting Persons may be deemed to have obtained beneficial ownership of the CFW Shares pursuant to the Stockholders' Agreement and in exchange for the grant of certain beneficial ownership rights over the FlightTechnics' Shares, as described above. - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 11 of 28 - ------------------------------ -------------------- Item 5. Interest in Securities of the Issuer. (a) and (b) FlightTechnics, LLC ------------------- Amount beneficially owned: 6,066,822* Shares Percent of class: 50.2% prior to exercise of the Option, 58.3% after the exercise of the Option Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 6,066,822* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,000,000* SR Technics Group America, Inc. ------------------------------ Amount beneficially owned: 3,000,000* Shares Percent of class: 14.9% prior to exercise of the Option, 28.8% after the exercise of the Option Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 3,000,000* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,000,000* - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 12 of 28 - ------------------------------ -------------------- Flightlease AG -------------- Amount beneficially owned: 3,000,000* Shares Percent of class: 14.9% prior to exercise of the Option, 28.8% after the exercise of the Option Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 3,000,000* (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,000,000* SR Technics Group ----------------- Amount beneficially owned: 3,000,000* Shares Percent of class: 14.9% prior to exercise of the Option, 28.8% after the exercise of the Option Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 3,000,000* SAirServices AG --------------- Amount beneficially owned: 0 Shares Percent of class: 0% Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 13 of 28 - ------------------------------ -------------------- SAirGroup --------- Amount beneficially owned: 0 Shares Percent of class: 0% Number of Shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 0 * This amount includes the exercise by FlightTechnics of its Option for 1,700,000 Shares. FlightTechnics may exercise its Option for an amount between 1,700,000 Shares and that amount that would give FlightTechnics a total holding equal to 34.9% of the outstanding Shares at the time of such exercise. (c) The contents of Item 4 above are incorporated herein by reference. (d) Collectively, SR Technics America and Flightlease have, on a pro rata basis, the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares held by FlightTechnics. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as disclosed in or contemplated by Item 2, Item 3, Item 4, this Item 6, or by the Stockholders' Agreement, the Investment Agreement, the Rights Agreement or the Amendment to Rights Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 herein and between such persons and any third person with respect to the Shares. Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement by and among FlightTechnics, LLC, SR Technics Group America, Inc., Flightlease AG, and SR Technics Group. Exhibit B 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 Issuer's Current Report on Form 8-K with the Securities and Exchange Commission on November 13, 2000 and incorporated - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 14 of 28 - ------------------------------ -------------------- herein by reference in its entirety. Exhibit C 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 Issuer's Current Report on Form 8-K with the Securities and Exchange Commission on November 13, 2000 and incorporated herein by reference in its entirety. Exhibit D Rights Agreement, dated as of September 24, 1999, by and between Willis Lease Finance Corporation and American Stock Transfer & Trust Company. Previously filed as Exhibit 4.1 to the Issuer's Current Report on Form 8-K with the Securities and Exchange Commission on October 4, 1999 and incorporated herein by reference in its entirety. Exhibit E First Amendment to Rights Agreement, effective as of November 30, 2000, by and between Willis Lease Finance Corporation and American Stock Transfer & Trust Company. - ------------------------------ -------------------- CUSIP No. 970646 10 5 13D Page 15 of 28 - ------------------------------ -------------------- 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. FlightTechnics, LLC Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO Dated: December 11, 2000 By: /s/ Matthias Mueller -------------------- Matthias Mueller, Vice President and CFO SR Technics Group America, Inc. Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO Dated: December 11, 2000 By: /s/ Georg Radon --------------- Georg Radon, Vice President and CFO Flightlease AG Dated: December 11, 2000 By: /s/ Hans Jorg Hunziker ---------------------- Hans Jorg Hunziker, President and CEO Dated: December 11, 2000 By: /s/ Matthias Mueller -------------------- Matthias Mueller, Head of Business Development SR Technics Group Dated: December 11, 2000 By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO Dated: December 11, 2000 By: /s/ Georg Radon ---------------- Georg Radon, Vice President and CFO - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 16 of 28 - ---------------------------- ---------------------- APPENDIX 1 Directors and Executive Officers of FlightTechnics, LLC The business address of FlightTechnics, LLC is 520 West Palmdale Blvd., Suite C-1, Palmdale, CA 93551. 1. Hans Ulrich Beyeler, President, Chief Executive Officer and Director of FlightTechnics, LLC Principal Employment: Chief Executive Officer of SR Technics Group Name and Address of Employer: SR Technics Group T CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland 2. Matthias Mueller, Vice President and Chief Financial Officer of FlightTechnics, LLC Principal Employment: Head of Business Development of Flightlease AG Name and Address of Employer: Flightlease AG DY CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Financing, purchase, leasing and sale of airplanes, engines, components and parts for commercial aircraft. Citizenship: Switzerland 3. Frank Schwabe, Secretary of FlightTechnics, LLC Principal Employment: Executive Vice President, Legal Counsel and Commerical of Flightlease AG Name and Address of Employer: Flightlease AG DY CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Financing, purchase, leasing and sale of airplanes, engines, components and parts for commercial aircraft. Citizenship: Switzerland 4. Hans Jorg Hunziker, Director of FlightTechnics, LLC Principal Employment: Chief Executive Officer of Flightlease AG Name and Address of Employer: Flightlease AG DY CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Financing, purchase, leasing and sale of airplanes, engines, components and parts for commercial aircraft. Citizenship: Switzerland - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 17 of 28 - ---------------------------- ---------------------- Directors and Executive Officers of SR Technics Group America, Inc. The business address of SR Technics Group America, Inc. is 520 West Palmdale Blvd., Suite C-1, Palmdale, CA 93551. 1. Hans Ulrich Beyeler, President, Chief Executive Officer and Director of SR Technics America Group, Inc. Principal Employment: Chief Executive Officer of SR Technics Group Name and Address of Employer: T CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland 2. Georg Radon, Vice President, Chief Financial Officer, Secretary and Director of SR Technics America Group, Inc. Principal Employment: Vice President and Chief Financial Officer of SR Technics Group Name and Address of Employer: SR Technics Group TF CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland 3. Claus Dieter Wehr, Director of SR Technics America Group, Inc. Principal Employment: Vice President Aircraft Maintenance of SR Technics Group Name and Address of Employer: SR Technics Group TU CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland Directors and Executive Officers of Flightlease AG The business address of Flightlease AG is DY, CH-8058 Zurich Airport, Zurich, Switzerland. 1. Phillippe Bruggisser, Chairman of the Board of Flightlease AG Principal Employment: Chief Executive Officer of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 18 of 28 - ---------------------------- ---------------------- 2. Georges P. Schorderet, Director of Flightlease AG Principal Employment: Chief Financial Officer of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 3. Hans Jorg Hunziker, Chief Executive Officer of Flightlease AG Principal Employment: Chief Executive Officer of Flightlease AG Name and Address of Employer: Flightlease AG DY CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Financing, purchase, leasing and sale of airplanes, engines, components and parts for commercial aircraft. Citizenship: Switzerland 4. Hans Ulrich Beyeler, Director of Flightlease AG Principal Employment: Chief Executive Officer of SR Technics Group Name and Address of Employer: SR Technics Group T CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland 5. Raymond Lyons, Director of Flightlease AG Principal Employment: Executive Vice President, Network Management of Swissair/Sabena Name and Address of Employer: Swissair Swiss Air Transport Company Limited MZ/V, Postbox CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Airline. Citizenship: United Kingdom Directors and Executive Officers of SR Technics Group The business address of SR Technics Group is TB, CH-8058 Zurich Airport, Zurich, Switzerland. 1. Rolf Winiger, Chairman of the Board of SR Technics Group Principal Employment: Chief Executive Officer of SAirServices AG Name and Address of Employer: SAirServices AG P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company for companies that provide, among other things, - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 19 of 28 - ---------------------------- ---------------------- aircraft and maintenance services. Citizenship: Switzerland 2. Jurg Forster, Vice Chairman of the Board of SR Technics Group Principal Employment: Senior Vice President and Chief Financial Officer of SAirRelations AG Name and Address of Employer: SAirRelations AG P.O. Box/DQF CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Provision of comprehensive services in the sectors of gastronomy, travel retail and hotel management. Citizenship: Switzerland 3. Hans Jorg Hunziker, Director of SR Technics Group Principal Employment: Chief Executive Officer of Flightlease AG Name and Address of Employer: Flightlease AG DY CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Financing, purchase, leasing and sale of airplanes, engines, components and parts for commercial aircraft. Citizenship: Switzerland 4. Hans Ulrich Beyeler, Chief Executive Officer of SR Technics Group Principal Employment: Chief Executive Officer of SR Technics Group Name and Address of Employer: SR Technics Group T CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland 5. Georg Radon, Vice President and Chief Financial Officer of SR Technics Group Principal Employment: Vice President and Chief Financial Officer of SR Technics Group Name and Address of Employer: SR Technics Group TF CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Maintenance, repair, overhaul and modification of large aircraft. Citizenship: Switzerland - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 20 of 28 - ---------------------------- ---------------------- APPENDIX 2 Directors and Executive Officers of SAirServices AG The business address of SAirServices AG is P.O. Box, CH-8058 Zurich Airport, Zurich, Switzerland. 1. Rolf Winiger, Chief Executive Officer of SAirServices AG Principal Employment: Chief Executive Officer of SAirServices AG Name and Address of Employer: SAirServices AG P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company for companies that provide, among other things, aircraft and maintenance services. Citizenship: Switzerland 2. Philippe Bruggisser, Director of Advisory Board of SAirServices AG Principal Employment: Chief Executive Officer of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group specialist service companies offering air transport and transport related services. Citizenship: Switzerland 3. Erik Zenker, Secretary of SAirServices AG Principal Employment: Secretary of SAirServices AG Name and Address of Employer: SAirServices AG P.O. Box CE-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company for companies that provide, among other things, aircraft and maintenance services. Citizenship: Switzerland Directors and Executive Officers of SAirGroup The business address of SAirGroup is P.O. Box, CH-8058 Zurich Airport, Zurich, Switzerland. 1. Armin Baltensweiler, Honorary Chairman of the Board of SAirGroup Principal Employment: Retired Name and Address of Employer: Not Applicable - ---------------------------- ---------------------- CUSIP No. 970646 10 5 13D Page 21 of 28 - ---------------------------- ---------------------- Principal Business of Employer: Not applicable Citizenship: Switzerland 2. Eric Honegger, Chairman of the Board of SAirGroup Principal Employment: Chairman of the Board of SAirGroup Name and Address of Employer: SAir Group P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport related services. Citizenship: Switzerland 3. Thomas Schmidheiny, Deputy Chairman of the Board of SAirGroup Principal Employment: Chairman and Managing Director of "Holderbank" Financiere Glaris Ltd. Name and Address of Employer: "Holderbank" Financiere Glaris Ltd. Zurcherstrasse 156 8645 Jona, Switzerland Principal Business of Employer: Holding company of several companies in the cement industry. Citizenship: Switzerland 4. Benedict G.F. Hentsch, Director of SAirGroup Principal Employment: Managing Partner of Darier, Hentsch & Cie, Private Bankers Name and Address of Employer: Darier, Hentsch & Cie, Private Bankers Rue De-Saussure 4 1204 Geneva, Switzerland Principal Business of Employer: Provision of financial services. Citizenship: Switzerland 5. Paul-Antoine Hoefliger, Director of SAirGroup Principal Employment: Chairman and Managing Director of Comptoir Suisse Name and Address of Employer: Comptoir Suisse av. Bergieres 10 1004 Lausanne, Switzerland Principal Business of Employer: Organization of fairs and exhibitions. Citizenship: Switzerland 6. Andres F. Leuenberger, Director of SAirGroup Principal Employment: Vice Chairman of the Board, Roche Holding Plc. Name and Address of Employer: Roche Holding Plc. Grenzacherstr. 124 4070 Basel, Switzerland Principal Business of Employer: Pharmaceutical industry. Citizenship: Switzerland 7. Lukas Muhlemann, Director of SAirGroup Principal Employment: Chairman of the Board and Chief Executive Officer of Credit Suisse Group Name and Address of Employer: Credit Suisse Group Paradeplatz 8 8001 Zurich, Switzerland Principal Business of Employer: Provision of financial services. Citizenship: Switzerland 8. Verena Spoerry-Toneatti, Director of SAirGroup Principal Employment: States Councillor Name and Address of Employer: Claridenstrasse 3 8810 Horgen, Switzerland - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 22 of 28 - --------------------------- ----------------------- Principal Business of Employer: Government Citizenship: Switzerland 9. Gaudenz Staehelin, Director of SAirGroup Principal Employment: President of Swiss National Committee, International Chamber of Commerce Name and Address of Employer: Limmatquai 52 8001 Zurich, Switzerland Principal Business of Employer: Government Citizenship: Switzerland 10. Mario A. Corti, Director of SAir Group Principal Employment: Chief Financial Officer of Nestle AG Name and Address of Employer: Nestle AG En. Bergere 1800 Vevey, Switzerland Principal Business of Employer: Alimentary industry. Citizenship: Switzerland 11. Gerhard W. Fischer, Director of SAir Group Principal Employment: Chairman of the Board of Panalpina World Transport Ltd. Name and Address of Employer: Panalpina World Transport Ltd. Viaduktstrasse 42 4051 Basel, Switzerland Principal Business of Employer: Freight forwarder. Citizenship: Switzerland 12. Philippe Bruggisser, Chief Executive Officer of SAirGroup Principal Employment: Chief Executive Officer of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 13. Georges Schorderet, Chief Financial Officer of SAirGroup Principal Employment: Chief Financial Officer of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 14. Max Michel, Alliances of SAirGroup Principal Employment: Alliances of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 15. Beatrice Tschanz, Corporate Communications of SAirGroup Principal Employment: Corporate Communications of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 23 of 28 - --------------------------- ----------------------- air transport and transport-related services. Citizenship: Switzerland 16. Ruth Willi, Mediator, Ombudswoman of SAirGroup Principal Employment: Mediator, Ombudswoman of SAirGroup Name and Address of Employer: SAirGroup P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 17. Rolf Winiger, Chief Executive Officer of SAirServices Ltd. Principal Employment: Chief Executive Officer of SAirServices Ltd. Name and Address of Employer: SAirServices Ltd. P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 18. Klaus Knappik, Chief Executive Officer of SAirLogistic Ltd. Principal Employment: Chief Executive Officer of SAirServices Ltd. Name and Address of Employer: SAirLogistic Ltd. P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Germany 19. Wolfgang Werle, Chief Executive Officer of SAirRelations Ltd. Principal Employment: Chief Executive Officer of SAirRelations Ltd. Name and Address of Employer: SAirRelations Ltd. P.O. Box CH-8058 Zurich Airport Zurich, Switzerland Principal Business of Employer: Holding company of a group of specialist service companies offering air transport and transport-related services. Citizenship: Switzerland 20. Christoph Muller, Chief Executive Officer of Sabena Ltd. Principal Employment: Chief Executive Officer of Sabena Ltd. Name and Address of Employer: Sabena Sabena House - Box 1 Brussels Airport B-1930 Zaventem, Belgium Principal Business of Employer: Air transport and transport-related services. Citizenship: Germany 21. Paul Reutlinger, Chief Executive Officer of AOM, Air Liberte and Air Littoral Principal Employment: Chief Executive Officer of AOM, Air Liberte and Air Littoral Name and Address of Employer: AOM BP 854 94551 Orly Aerogare Cedex France Principal Business of Employer: Air transport and transport-related services. Citizenship: Switzerland - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 24 of 28 - --------------------------- ----------------------- EXHIBIT A JOINT FILING AGREEMENT ---------------------- Agreement among FlightTechnics, LLC, a Delaware limited liability company, SR Technics Group America, Inc., a Delaware corporation, Flightlease AG, a company organized under the laws of Switzerland, and SR Technics Group, a company organized under the laws of Switzerland, whereby, in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D with respect to the equity securities of Willis Lease Finance Corporation, a Delaware corporation (the "Issuer"), and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate. Nothing herein, however, shall be, or shall be deemed to be, an admission that the parties hereto, or any of them, are members of a "group" (within the meaning of Section 13(d) of the Act and the rules and regulations promulgated thereunder) with respect to any securities of the Issuer. - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 25 of 28 - --------------------------- ----------------------- In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement in counterpart as of this 11th day of December, 2000. FlightTechnics, LLC By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO By: /s/ Matthias Mueller -------------------- Matthias Mueller, Vice President and CFO SR Technics Group America, Inc. By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO By: /s/ Georg Radon --------------- Georg Radon, Vice President and CFO Flightlease AG By: /s/ Hans Jorg Hunziker ---------------------- Hans Jorg Hunziker, President and CEO By: /s/ Matthias Mueller -------------------- Matthias Mueller, Head of Business Development SR Technics Group By: /s/ Hans Ulrich Beyeler ----------------------- Hans Ulrich Beyeler, President and CEO By: /s/ Georg Radon ---------------- Georg Radon, Vice President and CFO - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 26 of 28 - --------------------------- ----------------------- EXHIBIT E FIRST AMENDMENT TO RIGHTS AGREEMENT ----------------------------------- This First Amendment to Rights Agreement (this "Amendment"), is entered into by and between Willis Lease Finance Corporation, a Delaware Corporation (the "Company") and American Stock Transfer & Trust Company, a trust company organized under the laws of the State of New York, as rights agent (the "Rights Agent"), and shall be deemed effective as of November 30, 2000 (the "Effective Date"). RECITALS - -------- Whereas, the Company and the Rights Agent entered into a Rights Agreement dated September 24, 1999 (the "Rights Agreement") to provide for the distribution of preferred share purchase rights for each share of Company common stock outstanding at the Close of Business (as such term is defined in the Rights Agreement) on October 12, 1999, which rights represent the right to purchase one one-hundredth of a preferred share of the Company subject to the terms and conditions set forth in the Rights Agreement; Whereas, the Company, FlightTechnics LLC, a Delaware limited liability company (the "Investor") and certain affiliates of the Investor have entered into an Investment Agreement dated as of November 7, 2000(the "Investment Agreement") whereby the Company has (i) agreed to issue and sell and the Investor has agreed to purchase 1,300,000 shares of the Company's common stock and (ii) subject to the satisfaction of certain conditions set forth in the Investment Agreement, the Investor has been given the option to purchase between 1,700,000 shares of the Company's common stock and that number of shares that when added to the 1,300,000 shares already purchased by the Investor, would equal 34.9% of the total outstanding common stock of the Company; Whereas, the Company's Board of Directors (the "Board") has determined that it is fair and in the best interests of the shareholders of the Company to amend the Rights Agreement to allow the Investor to purchase shares of the Company's common stock pursuant to the Investment Agreement without triggering the preferred share purchase rights under the Rights Agreement; and Whereas, the Board has voted in favor of this Amendment. AGREEMENT - --------- Now, Therefore, in consideration of the foregoing recitals and the mutual promises, covenants and conditions hereinafter set forth, the parties hereto agree as follows: ARTICLE 1 - --------- AMENDMENT - --------- 1.1 Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows: (a) The definition of "Exempt Person" in Section 1 of the Rights Agreement is hereby amended by inserting the text "FlightTechnics, any SAirGroup Affiliate," immediately after the word "mean" where such word appears on the first line of such definition and by inserting the text ", provided that FlightTechnics and any SAirGroup Affiliate shall automatically be removed from the definition of an Exempt Person if (i) FlightTechnics - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 27 of 28 - --------------------------- ----------------------- and any SAirGroup Affiliate, taken as a whole, Beneficially Own more than 30% of the Voting Shares of the Company without having purchased at least an additional 1,700,000 Common Shares at the Second Closing or (ii) at any time after FlightTechnics purchases at least an additional 1,700,000 Common Shares at the Second Closing, FlightTechnics and any SairGroup Affiliate, taken as a whole, Beneficially Own less than 15% of the Voting Shares of the Company ." immediately after the second appearance of the term "employee benefit plan" in such definition. (b) Section 1 of the Rights Agreement is hereby further amended by inserting the following definitions in appropriate alphabetical order: "Investment Agreement" shall mean the Investment Agreement, dated as of November 7, 2000, among the Company, FlightTechnics, Flightlease AG, a company organized under the laws of Switzerland and SR Technics Group, a company organized under the laws of Switzerland. "FlightTechnics" shall mean FlightTechnics LLC, a Delaware limited liability company. "SAirGroup" shall mean SAirGroup AG, a company organized under the laws of Switzerland. "SAirGroup Affiliate" shall mean any affiliate of SAirGroup of which SAirGroup owns at least a majority of the equity interests and has management control. "Second Closing" shall have the meaning set forth in the Investment Agreement. 1.2 Reference to and Effect on Rights Agreement. On and after the Effective Date, each reference in the Rights Agreement to the term "Agreement," "hereof" or "herein" shall be deemed to refer to the Rights Agreement as amended hereby. This Amendment and the amendments to the Rights Agreement, set forth in Section 1.1 herein, effected hereby shall be effective as of the Effective Date and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall otherwise be unaffected hereby. ARTICLE 2 - --------- MISCELLANEOUS - ------------- 2.1 Headings. The headings in this Amendment are intended solely for convenience and shall not be construed as limiting or expanding the terms of this Amendment. 2.2 Counterparts. This Amendment may be signed in any number of counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. [SIGNATURE PAGE FOLLOWS] - --------------------------- ----------------------- CUSIP No. 970646 10 5 13D Page 28 of 28 - --------------------------- ----------------------- In Witness Whereof, the parties executed this Amendment to be effective as of the date first written above. WILLIS LEASE FINANCE CORPORATION Attest: /s/ Brian D. Hanson By: /s/ Charles F. Willis, IV ------------------- ------------------------- Name: Brian D. Hanson Name: Charles F. Willis, IV Title: Corporate Secretary Title: President and Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent Attest: /s/ Susan Silber By: /s/ Herbert J. Lemmer ---------------- --------------------- Name: Susan Silber Name: Herbert J. Lemmer Title: Assistant Secretary Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----