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the outstanding common stock of PLM International, were validly tendered prior to the expiration of the offer and not withdrawn.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