-----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, FBwxOumhJxv6QNOTza/DBouUHDOAnRx4nGwwHPgAgaU794GjK5eoNbAvd6ITglpZ FzPtUN4yUBXrG//xS/VHUQ== 0000912057-01-004219.txt : 20010208 0000912057-01-004219.hdr.sgml : 20010208 ACCESSION NUMBER: 0000912057-01-004219 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010207 GROUP MEMBERS: AFG ASIT CORPORATION GROUP MEMBERS: AFG INVESTMENT TRUST A GROUP MEMBERS: AFG INVESTMENT TRUST B GROUP MEMBERS: AFG INVESTMENT TRUST C GROUP MEMBERS: AFG INVESTMENT TRUST D GROUP MEMBERS: EQUIS II CORPORATION GROUP MEMBERS: MILPI ACQUISITION CORP GROUP MEMBERS: MILPI AQUISITION CORP. GROUP MEMBERS: MILPI HOLDINGS, LLC GROUP MEMBERS: SEMELE GROUP, INC. SUBJECT COMPANY: 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: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-38652 FILM NUMBER: 1527538 BUSINESS ADDRESS: STREET 1: STEUART ST TOWER STE 800 STREET 2: ONE MARKET PLZ CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159741399 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILPI ACQUISITION CORP CENTRAL INDEX KEY: 0001130389 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 0 STREET 2: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033410515 MAIL ADDRESS: STREET 2: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT SC TO-T/A 1 a2037377zscto-ta.txt SC TO-T/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2001 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE TO-T/A TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* -------------------------- PLM INTERNATIONAL, INC. (Name Of Subject Company (Issuer)) MILPI ACQUISITION CORP., MILPI HOLDINGS, LLC, AFG INVESTMENT TRUST A, AFG INVESTMENT TRUST B, AFG INVESTMENT TRUST C, AFG INVESTMENT TRUST D, AFG ASIT CORPORATION, EQUIS II CORPORATION, AND SEMELE GROUP, INC. (Names Of Filing Persons (Offerors)) COMMON STOCK, $.01 PAR VALUE (Title Of Class Of Securities) 69341L205 (CUSIP NUMBER OF CLASS OF SECURITIES) JAMES A. COYNE MILPI ACQUISITION CORP. 200 NYALA FARMS WESTPORT, CT 06880 PHONE: (203) 341-0515/FAX: (203) 341-9988 (Name, Address And Telephone Number Of Person Authorized To Receive Notices And Communications On Behalf Of Filing Persons) -------------------------- COPY TO: RICHARD F. LANGAN, JR., ESQ. NIXON PEABODY LLP 437 MADISON AVENUE NEW YORK, NY 10022 PHONE: (212) 940-3000/FAX: (212) 940-3111 -------------------------- CALCULATION OF FILING FEE
TRANSACTION VALUATION AMOUNT OF FILING FEE $27,851,305 $5,570.26*
/X/ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $5,570.26 Filing Party: MILPI Acquisition Corp. Form or Registration No.: Schedule TO-T Date Filed: December 29, 2000
/ / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO-T filed by MILPI Acquisition Corp., a Delaware Corporation (the "Purchaser") and MILPI Holdings, LLC, AFG Investment Trust A, AFG Investment Trust B, AFG Investment Trust C, AFG Investment Trust D, AFG ASIT Corporation, Equis II Corporation, and Semele Group, Inc. (collectively with the Purchaser, the "Offerors") on December 29, 2000, as amended by Amendment No. 1 to the Schedule TO-T filed by Purchaser and Offerors on January 29, 2001, relating to the offer by the Purchaser to purchase any and all outstanding shares of Common Stock, par value $.01 (the "Company Common Stock"), of PLM International, Inc., a Delaware corporation (the "Company"), at a purchase price of $3.46 per share, to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 29, 2000 (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the Offer). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer to Purchase. ITEMS 1-9 AND 11. Items 1 through 9 and 11 of the Schedule TO-T, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding thereto the following: The Offer expired at 12:00 midnight, New York City time, on Tuesday, February 6, 2001. Pursuant to the Offer, based upon a preliminary report from the Depositary, Purchaser accepted for payment a total of approximately 6,287,732 shares of Company Common Stock (including 12,340 shares of Company Common Stock tendered pursuant to guaranteed delivery), representing approximately 83.2% of the outstanding Company Common Stock. On February 7, 2001, Semele Group Inc. issued a press release announcing the expiration of the tender offer and acceptance for payment of such tendered Company Common Stock and Purchaser's intention to acquire the remaining shares of Company Common Stock through a cash merger, expected to be completed shortly. The full text of the February 7, 2001 press release is attached as Exhibit (a)(9) hereto and incorporated herein by reference. ITEM 12. EXHIBITS. (a)(9) Press release issued by Semele Group Inc., dated February 7, 2001. -2- After due 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. Dated: February 7, 2001 MILPI ACQUISITION CORP. By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Vice President and Secretary MILPI HOLDINGS, LLC By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Member AFG INVESTMENT TRUST A, By: AFG ASIT Corporation, as Managing Trustee By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President AFG INVESTMENT TRUST B, By: AFG ASIT Corporation, as Managing Trustee By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President AFG INVESTMENT TRUST C, By: AFG ASIT Corporation, as Managing Trustee By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President AFG INVESTMENT TRUST D, By: AFG ASIT Corporation, as Managing Trustee By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President
-3- AFG ASIT CORPORATION By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President EQUIS II CORPORATION By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: Senior Vice President SEMELE GROUP, INC. By: /s/ JAMES A. COYNE ----------------------------------------- Name: James A. Coyne Title: President and Chief Operating Officer
-4- EXHIBIT INDEX EXHIBIT NO. (a)(9) Press release issued by Semele Group Inc., dated February 7, 2001. EX-99.(A)(9) 2 a2037377zex-99_a9.txt EX-99(A)(9) FOR IMMEDIATE RELEASE Exhibit (a)(9) SEMELE AFFILIATE COMPLETES TENDER OFFER FOR PLM INTERNATIONAL, INC. APPROXIMATELY 83.2% OF SHARES OF COMMON STOCK RECEIVED WESTPORT, CT - (Nasdaq: VSLF) - February 7, 2001 - Semele Group Inc. announced today that its affiliate, MILPI Acquisition Corp., completed its cash tender offer for the outstanding common stock of PLM International, Inc. at $3.46 per share. The offer commenced on December 29, 2000 and expired at 12:00 midnight, New York City time, on Tuesday, February 6, 2001. Based upon preliminary information from the depositary, a total of approximately 6,287,732 shares of common stock (including 12,340 shares subject to guaranteed delivery), representing approximately 83.2% of the outstanding common stock of PLM International, were validly tendered prior to the expiration of the offer and not withdrawn. All such shares have been accepted for purchase in accordance with the terms of the offer. Under the terms of the merger agreement between MILPI and PLM International dated as of December 22, 2000, MILPI will complete its acquisition of PLM International by effecting a merger of MILPI into PLM International under Delaware law, in which the remaining outstanding shares of PLM International common stock held by persons other than MILPI or PLM International will be converted into the right to receive $3.46 per share. The merger is expected to be completed shortly once MILPI obtains approval of the merger by PLM International's shareholders pursuant to a special shareholders' meeting. Pursuant to MILPI's acceptance of such shares and the merger agreement dated as of December 22, 2000, MILPI has waived any condition to the consummation of the merger other than the condition that no provision of any applicable law or regulation and no judgment, injunction, order or decree shall prevent or prohibit the consummation of the merger. Stephen M. Bess, Randall L-W Caudill, Douglas P. Goodrich, Warren G. Lichtenstein, Howard M. Lorber, Harold R. Somerset and Robert L. Witt, directors of PLM International, have tendered their resignations, effective upon payment for the tendered shares, which MILPI expects will be effective today. Following such payment and resignations, Gary D. Engle and James A. Coyne will be appointed to the Board of Directors of PLM to fill the vacancies due to such resignations and MIPLI will assume control of PLM International's operations. Semele Group Inc. is a holding company with interests in a number of real estate development projects, income producing real estate, and equipment leasing funds. PLM International, Inc. is a management company providing services to transportation, industrial, and commercial companies. The company also manages a diversified portfolio of over $700 million (based on original equipment cost) of transportation and related equipment for approximately 60,000 third-party investors. This release contains forward looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Potential risks and uncertainties include, but are not limited to, satisfaction of the conditions to closing and MILPI's ability to integrate PLM operations and achieve the anticipated synergies of the transaction. The parties are required to file documentation with the Securities and Exchange Commission concerning the transaction. WE URGE INVESTORS TO READ THE SCHEDULE TO-T, THE SCHEDULE 14D-9 AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the documents filed by PLM International, Inc. with the SEC at the SEC's web site at www.sec.gov. In addition, documents filed with the SEC by PLM International, Inc. will be available free of charge by directing a request to the Secretary of PLM International, Inc. at One Market, Steuart Street Tower, Suite 800, San Francisco, California 94105. Neither Semele nor any of its affiliates takes any responsibility with respect to the accuracy or completeness of PLM International's filings. PLM International, its directors, executive officers and certain other members of PLM International management and employees in the future may be soliciting proxies from PLM International shareholders in favor of the merger transaction and may have an interest either directly or indirectly by virtue of their security holdings or otherwise. In such case, information concerning the participants will be set forth in a proxy statement that will be filed with the SEC. Information regarding such officers and directors is included in PLM International's definitive proxy statement for its 2000 special meeting of shareholders filed with the SEC on July 27, 2000, the Schedule 14D-9 filed with the SEC on December 29, 2000 and other documents to be filed with the SEC. Such documents are available free of charge at the SEC's web site at http://www.sec.gov and from PLM International at the address set forth above. SEMELE CONTACT: James A. Coyne MILPI Acquisition Corp. c/o Semele Group Inc. 200 Nyala Farms Westport, CT 06880 Phone: (203) 341-0515 Fax: (203) 341-9988 Email: jcoyne@equisgroup.com -----END PRIVACY-ENHANCED MESSAGE-----