Amended Statement of Beneficial Ownership (sc 13d/a)
2020年2月11日 - 1:26AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act of 1934
(Amendment No. 15)
Willis Lease Finance Corporation
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Charles F. Willis, IV
c/o Willis Lease Finance Corporation
4700 Lyons Technology Parkway
Coconut Creek, Florida 33073
(415) 408-4700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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 statement, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
The share numbers listed for voting and dispositive power as of a particular date include the number of shares into which options were exercisable or would be exercisable within 60 days of such date.
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).
February 10, 2020
CUSIP No. 970646 10 5
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1
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Names of Reporting Persons:
CFW Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only).
68-0392529
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO, PF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0
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8
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Shared Voting Power
2,134,148
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9
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Sole Dispositive Power
0
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10
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Shared Dispositive Power
2,134,148
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11
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Aggregate Amount Beneficially Owned
2,134,148
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
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Percent of Class Represented by Amount in Row (11)
36.48%
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14
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Type of Reporting Person
PN
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2
February 10, 2020
CUSIP No. 970646 10 5
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1
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Names of Reporting Persons:
Charles F. Willis, IV
I.R.S. Identification Nos. of above persons (entities only).
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO, PF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
694,297
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8
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Shared Voting Power
2,230,914
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9
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Sole Dispositive Power
443,631
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10
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Shared Dispositive Power
1,949,249
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11
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Aggregate Amount Beneficially Owned
2,925,211
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
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Percent of Class Represented by Amount in Row (11)
47.71%
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14
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Type of Reporting Person
IN
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3
February 10, 2020
CUSIP No. 970646 10 5
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1
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Names of Reporting Persons:
Austin Chandler Willis
I.R.S. Identification Nos. of above persons (entities only).
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO, PF
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5
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
2,318
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8
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Shared Voting Power
506,044
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9
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Sole Dispositive Power
2,318
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10
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Shared Dispositive Power
60,865
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11
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Aggregate Amount Beneficially Owned
508,362
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
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13
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Percent of Class Represented by Amount in Row (11)
8.64%
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14
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Type of Reporting Person
IN
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4
The Schedule 13D filed with the Securities and Exchange Commission on December 11, 2000 (the Initial 13D) by CFW Partners, the Trust and Mr. Charles F. Willis, IV with respect to the Common Stock, par value $0.01 per share (the Shares), issued by Willis Lease Finance Corporation, a Delaware corporation (the Issuer), as amended on August 28, 2013, October 1, 2013, July 7, 2015, December 23, 2015, March 23, 2016, May 20, 2016, June 8, 2016, October 6, 2016, April 4, 2018, September 13, 2018, April 1, 2019, June 27, 2019, September 16, 2019 and November 4, 2019 (together with the Initial 13D, the 13D), is hereby amended as set forth below. Capitalized terms not defined herein have the meanings ascribed to them in the 13D.
Item 4. Purpose of the Transaction
Item 4 of the 13D is hereby amended to add the following:
As of February 10, 2020, Charles F. Willis, IV, on behalf of the Reporting Persons, and the independent committee of the Issuer are currently continuing to negotiate the terms of a merger agreement. The Reporting Persons have indicated to the independent committee that, subject to agreement on the complete terms of the merger agreement, the Reporting Persons are targeting an offer to acquire all the outstanding shares of common stock not already owned by the Reporting Persons at a purchase price of $62.50 per share (the Offer Price). There is no assurance that an agreement for a transaction will be entered into, that the terms of any such transaction will not differ materially from the terms contemplated above or that the transaction will otherwise be consummated.
Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals with respect to any of the actions specified in Item 4 of the 13D.
Item 7. Materials to be Filed as Exhibits
Item 7 is hereby amended and supplemented by adding the following exhibits as the last exhibits of Item 7 of the 13D:
1. Joint Filing Agreement
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SIGNATURES
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.
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CFW PARTNERS, L.P.
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Date: February 10, 2020
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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its General Partner
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Date: February 10, 2020
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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Date: February 10, 2020
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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EXHIBIT 1
JOINT FILING AGREEMENT
Agreement among CFW Partners, L.P., a Delaware limited partnership, Charles F. Willis, IV and Austin Chandler Willis, 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 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.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement in counterpart as of this 10th day of February 2020.
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CFW PARTNERS, L.P.
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Date: February 10, 2020
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV,
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its General Partner
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Date: February 10, 2020
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By:
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/s/ Charles F. Willis, IV
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Charles F. Willis, IV
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Date: February 10, 2020
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By:
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/s/ Austin Chandler Willis
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Austin Chandler Willis
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7
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