-----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, COfqa2xMowFS6qsi9vWmaryvd18akaDT/nnJR/xADkHgQPZtmDaBqKvgrCtVauQd 4rc/ov7GJE13RZFO5nbrnA== 0000847557-01-500051.txt : 20020410 0000847557-01-500051.hdr.sgml : 20020410 ACCESSION NUMBER: 0000847557-01-500051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20011113 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLM INTERNATIONAL INC CENTRAL INDEX KEY: 0000814677 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 943041257 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09670 FILM NUMBER: 1783497 BUSINESS ADDRESS: STREET 1: 120 MONTGOMERY ST SUITE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154453203 MAIL ADDRESS: STREET 1: 120 MONGTOMGERY ST SUITE 1350 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 8-K 1 doc1.txt 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 AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 13, 2001 (April 6, 2001) COMMISSION FILE NUMBER 1-9670 ----------------------------- PLM INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 94-3041257 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 120 MONTGOMERY STREET SUITE 1350, SAN FRANCISCO, CA 94104 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 445-3201 ----------------------------------------------------------------- A. Item 7. Financial Statements and Exhibits ------------------------------------ 1. Amendment to Transition Services, Employment and Consulting Agreement. Exhibit 10.1 Amendment to the Transition Services, Employment and Consulting Agreement, dated April 2, 2001, between PLM International, Inc. and Susan C. Santo. 2. Amendment to Transition Services and Employment Agreement. Engagement Letter. Exhibit 10.2 Amendment to the Transition Services and Employment Agreement, dated June 8, 2001, between PLM International, Inc. and Richard K. Brock. Exhibit 10.3 Engagement Letter, dated June 8, 2001, between PLM International, Inc. and Richard K. Brock. 3. First Amendment to Transition Services and Employment Agreement. Exhibit 10.4 First Amendment to Transition Services and Employment Agreement, dated August 2, 2001, between PLM International, Inc. and Stephen M. Bess. SIGNATURE 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: November 13, 2001 By:_/s/ Stephen M. Bess________________ ------------------- ----------------------- Stephen M. Bess President and Chief Executive Officer EX-10.1 3 doc2.txt Exhibit 10.1 AMENDMENT TO TRANSITION SERVICES, EMPLOYMENT AND CONSULTING AGREEMENT This AMENDMENT TO TRANSITION SERVIES, EMPLOYMENT AND CONSULTING AGREMENT (this "AMENDMENT"), dated as of April 2, 2001, is entered into by and between PLM International, Inc. a Delaware corporation ("COMPANY"), and Susan C. Santo an employee of Company ("EMPLOYEE"). WHEREAS, the Company and Employee are parties to that certain Transition Services, Employment and Consulting Agreement (the "Agreement") dated January 5, 2001; and WHEREAS, the Company and Employee wish to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Services. -------- (a) Section 1(a) of the Agreement is hereby amended by deleting the words "Closing Date (as defined in the Merger Agreement" and replacing them with "April 13, 2001." (b) Section 1(b) of the Agreement is hereby amended by deleting the words "Closing Date (as defined in the Merger Agreement)" and replacing them with "April 13, 2001" 2. Miscellaneous. (a) Governing Law. This Amendment shall be governed in all respects by the -------------- laws of the State of California (without giving effect to the provisions thereof relating to the conflicts of law). The exclusive venue for the adjudication of any dispute or proceeding arising out of this Amendment or the performance hereof shall be the courts located in San Francisco County, California, and the parties hereto each consents to and hereby submits to the jurisdiction of any state or federal court located in San Francisco County, California. (b) Counterparts; Facsimile Signature. This Amendment may be executed in ----------------------------------- two or more counterparts which together shall constitute a single agreement. Execution of this Agreement may be made by facsimile signature which, for all purposes, shall be deemed to be an original signature. IN WITNESS WHEREOF, Company and Employee have caused this Amendment to Transition Services, Employment and Consulting Agreement to be duly executed and delivered as of the date first written above. PLM INTERNATIONAL, INC. By: / s / Stephen M. Bess ---------------------------- Name: Stephen M. Bess Title: President EMPLOYEE: / s / Susan C. Santo ----------------------------- ACKNOWLEDGED, AGREED AND CONSENTED TO AS OF THE DATE FIRST WRITTEN ABOVE: MILPI ACQUISITION CORP. By: / s / James A. Coyne --------------------------- Name: James A. Coyne Title: Vice President EX-10.2 4 doc3.txt Exhibit 10.2 AMENDMENT TO TRANSITION SERVICES AND EMPLOYMENT AGREEMENT This AMENDMENT TO TRANSITION SERVICES AND EMPLOYMENT AGREEMENT ("the Amendment"), dated as of June 8, 2001, is entered into by and between PLM International, Inc., a Delaware corporation ("Company"), and Richard K. Brock, an employee of Company, ("Employee"). WHEREAS, the Company and Employee are parties to that certain Transition Services and Employment Agreement ("the Agreement"), dated January 5, 2001; and WHEREAS, the Company and Employee wish to amend the Agreement as set forth herein. NOW, THEREFORE, in consideration of the foregoing premises and the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Effective Period. ----------------- This section shall be amended to read as follows: This Agreement shall become effective on the Trigger Date and shall continue in effect until June 10, 2001, at which time Employee shall enter into a Consulting Agreement with Company in the form attached to this Agreement as Exhibit A, the Engagement Letter. 2. Compensation. ------------ (c) Benefits. During the Effective Period (or such shorter period that -------- Employee is employed by company hereunder) and for fourteen (14) months thereafter, Company shall maintain in full force and effect, and Employee shall be entitled to continue to participate in (at the same level as Employee (and his family members) participated on September 30, 2000). The dental, health, life insurance, disability and long-term care benefit plans and arrangements of Company (other than incentive compensation plans and arrangements) in effect on the date hereof in which Employee participated, all of which plans and arrangements are described more fully on Schedule 3 (c) hereto, or such other benefit plans and arrangements that would provide Employee with substantially equivalent benefits thereunder. 3. Miscellaneous. -------------- (a) Governing Law. This Amendment shall be governed in all respects by the laws of the State of California (without giving effect to the provisions thereof relating to conflicts of law). The exclusive venue for the adjudication of any dispute or proceeding arising out of this Amendment or the performance hereof shall be the courts located in San Francisco County, California, and the parties hereto each consents to and hereby submits to the jurisdiction of any state or federal court located in San Francisco County, California. (b) Counterparts; Facsimile Signature. This Amendment may be executed in two or more counterparts which together shall constitute a single agreement. Execution of this Agreement may be made by facsimile signature which, for all purposes shall be deemed to be an original signature. IN WITNESS WHEREOF, Company and Employee have caused this Amendment to the Transition Services and Employment Agreement to be duly executed and delivered as of the date first written above. PLM INTERNATIONAL, INC. By:__/ s / Stephen M. Bess________________ ----------------------------- Name: Stephen M. Bess Title: President EMPLOYEE: By:__/ s / Richard K. Brock_________________ ------------------------------ Name: Richard K. Brock ACKNOWLEDGED, AGREED AND CONSENTED TO AS OF THE DATE FIRST WRITTEN ABOVE: MILPI ACQUISITION CORP. By:__/ s / James A. Coyne____________ ---------------------------- Name: James A. Coyne Title: Vice President EX-10.3 5 doc4.txt Exhibit 10.3 June 8, 2001 Engagement Letter Mr. Richard K. Brock 4816 25th Street San Francisco, CA 94114 RE: Consulting Services Dear Rick: Thank you for agreeing to provide certain accounting services to PLM International, Inc. or its affiliates, ("PLM"). These services will include the review of and hands on assistance necessary to successfully transfer the accounting functions, including any SEC reporting requirements to Echelon from PLM and to take an active role on the Equis Transition Team to finalize and streamline the transfer of accounting activities from the Boston office to St. Petersburg. You will be required to travel between San Francisco, St. Petersburg and Boston from time to time. For your services, PLM will pay you a Consulting Fee, ("Fee") of $5,291.75 per week covering the period of June 11th, 2001 through August 6th, 2001. After August 6th, 2001, you will be paid a Fee of $3,311.00 per week. Invoices for payment should be submitted semi-monthly and provide sufficient detail to allow for project allocation as to the hours worked and project or fund to be charged. These payments will constitute the only payment to you for all services rendered in connection with services you provide to PLM. You shall at all times be an independent contractor to PLM and as such will be responsible for the payment of all federal, state and local taxes, FICA payments or the like out of the Fee paid to you for your services. Provided the expenses are pre-approved, PLM shall reimburse you for any reasonable and documented out-of-pocket expenses incurred by you in connection with services provided. Rick - thanks again for providing additional assistance to PLM. Sincerely, / s / Antonia Williams, as Agent for PLM RECEIVED AND ACKNOWLEDGED: -------------------------- _Richard K. Brock - ---------------- EX-10.4 6 doc5.txt Exhibt 10.4 FIRST AMENDMENT TO TRANSITION SERVICES AND EMPLOYMENT AGREEMENT This First Amendment ("Amendment") is made as of this 2nd day of August, 2001, to a Transition Services and Employment Agreement ("Agreement"), dated as of January 5, 2001, by and between PLM International, Inc. ("Company") and Stephen M. Bess ("Employee"). Prior to the date of this Amendment, Company and Employee entered into the Agreement to provide for certain services by Employee to Company following the purchase of a controlling interest in Company by MILPI Acquisition Corp. Terms used in this Amendment, which are defined in the Agreement shall have the same meaning as they do in the Agreement. Company desires to retain the services of Employee beyond the expiration of the Effective Period, on an "at-will" basis for a period undefined, and Employee is willing to remain employed by Company on that basis. Company and Employee are desirous of amending the Agreement to reflect certain terms of the continued service of Employee to Company. NOW, THEREFORE, Company and Employee agree to amend the Agreement as follows: 1. Section 1, Services is amended to read in its entirety as follows: Upon the expiration of the Effective Period, Employee will continue to be employed by Company in an executive and administrative capacity, namely, President and Chief Executive Officer of PLM Financial Services, Inc., at the San Francisco, California office of Company, and shall provide such services as Company's Board of Directors may from time to time reasonably assign to him for the Company or any subsidiary or affiliate. 2. Section 2, Effective Period is amended to read in its entirety as follows: This Agreement shall become effective on August 7, 2001, ("the Effective Period"). 3. Section 3, Compensation; (a) Base Salary is amended to read in its entirety as follows: After the expiration of the Effective Period, Company shall pay Employee $20,833 per month, of which $15,833 represents base salary and $5,000 is consideration to Employee in exchange for Employee's agreement to sign the General and Special Release in the form attached to this Amendment as Exhibit A. Payment of compensation to Employee shall be made in a manner that is consistent with Company payroll practices and Company may deduct and withhold from all payments to be made to Employee the amounts required or permitted to be deducted or withheld pursuant to any provisions of any present or future applicable law or regulation, together with the right and authority to pay any such deductions or withholdings over to any party entitled to the same pursuant to the provisions of any such law, regulation or court order. 4. Section 3, Compensation; (c) Benefits is amended to read in its entirety as follows: For a period of 24 months from the Effective Period or until the Employee is no longer employed with Company ("Employee's Termination"), which ever is less, but not less than 6 months, Employee shall be entitled to continue to participate in the then available Company sponsored dental, health, life insurance, disability and long-term care benefit plans and arrangements of Company (specifically excluding incentive compensation plans and arrangements, and qualified benefit plans) in effect on the date of termination subject to the eligibility requirements set forth by each of the respective coverage providers. Upon Employee's Termination under the terms of this Amendment, Employee shall be eligible for certain benefits under COBRA for a period of 18 months. Company shall pay the COBRA payments on Employee's behalf for the 18 month period ("the COBRA Period"). In addition, during the COBRA Period, Company shall pay the annual premium for Long Term Health Care benefits as provided through a Transamerica Long Term Care Policy for the Employee (policy # #89735984) and his Spouse, if Employee is married at the time, (#89895733). In lieu of the continued coverage provided herein, upon Employee's Termination, other than for cause, Employee may elect to receive, and Company agrees to pay Employee (if Employee so elects), an amount equal to the then-present value of the Company's cost of providing such benefits for the remaining period, discounted to the then-present value at a rate of eight per cent (8%) per annum. 5. Reimbusement of Expenses: Company will continue to reimburse Employee for reasonable and necessary business expenses incurred on behalf of Company. 6. At-Will Employment: This Amendment establishes an "at-will" employee/employer relationship. Nothing in this Amendment shall be deemed to affect the nature of the "at-will" employment of Employee by the Company after the Effective Period, and nothing in this Amendment shall be construed to create a contract of employment for any fixed term, and it is expressly understood that the employment of Employee by the Company may be terminated by Employee or the Company, with or without notice, at any time for any reason, or no reason. 7. Section 6. Protective Covenants (a) Confidentiality is amended to read in its entirety as follows: The Employee agrees to keep in strict secrecy and confidence any and all information the Employee assimilates or to which the Employee has access during the Employee's employment by the Company and its affiliates, ("Company") and which has not been publicly disclosed and is not a matter of common knowledge in the fields of work of the Company ("Material"). The Employee agrees that both during and after the term of the Employee's employment by the Company, the Employee will not, without the prior written consent of the company, disclose any such confidential information to any third person, partnership, joint venture, company, corporation or other organization. The foregoing shall not be breached to the extent that such confidential information becomes a matter of general knowledge other than through a breach by the Employee of the Employee's obligations herein. If Employee is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Material, Employee will notify the Company promptly so that the Company may seek any appropriate protective order and/or take any other action. In the event that such protective order is not obtained, or that the Company waives compliance with the provisions hereof, (a) Employee may disclose to any tribunal or other person only that portion of the Material which Employee has been advised by legal counsel is legally required to be disclosed and shall use reasonable best efforts to obtain assurance that confidential treatment will be accorded such Material and (b) Employee shall not be liable for such disclosure unless such disclosure to such tribunal or other person was caused by, or resulted from, a previous disclosure by Employee not permitted by this Amendment. 8. Section 5. Release is Amended to read as follows: Notwithstanding any other provision of this Amendment or any other agreement between the Company and the Employee, Employee (or his beneficiaries or heirs) agrees to execute and deliver to Company, and does not revoke, a release of claims in the form attached hereto as Exhibit A; provided that, if any obligation under this Amendment remains outstanding as of the execution and delivery of such release, such obligations shall be excluded from the release and further release (relating only to such obligations) shall be executed and delivered (and not revoked) by Employee upon company's satisfaction of such remaining obligations. 9. Legal Review: Employee represents and warrants that he has been given ample opportunity to review this Amendment and attached Release with his Attorney of choice and has in fact had such review. 10. Section 3 Compensation (d) Deferred Compensation, Stock Options is amended to read in its entirety as follows: Notwithstanding anything herein to the contrary, the Indemnity Agreement, dated as of February 2, 1988, between Company and Employee, the Indemnification Agreement dated as of March 28, 1989, between Company and Employee shall continue in full force and effect. 11. The following Section(s) shall be deleted: Section 3 Compensation (b) Termination Payment, (e) Retention Bonus and Severance Bonus; (g) Section 280G. Other than as provided in this Amendment, all the terms and conditions of the Agreement shall remain the same. IN WITNESS WHEREOF, Company and Employee have caused this Amendment to be duly executed and delivered as of the date first written above. PLM INTERNATIONAL, INC. By _/ s / James Coyne_______ ---------------------- Name in Print _James Coyne__ ------------ EMPLOYEE: __/ s / Stephen M. Bess_____ - ---------------------------- Stephen M. Bess ACKNOWLEDGED AND AGREED: MILPI ACQUISITION CORP. By /s/ James A. Coyne Name in Print: James A. Coyne Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----