-----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, Ih1zjEuNYMXawTpq1vunMvcRcfqPVBq25YWNG7moIb+3WTBBrVlpFUImo1LG/pph tg8P/4bq06/F1K4kBEjYMw== 0000950005-01-000078.txt : 20010209 0000950005-01-000078.hdr.sgml : 20010209 ACCESSION NUMBER: 0000950005-01-000078 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010208 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-38652 FILM NUMBER: 1528318 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: 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 14D9/A BUSINESS ADDRESS: STREET 1: STEUART ST TOWER STE 800 STREET 2: ONE MARKET PLZ CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4159741399 SC 14D9/A 1 0001.txt SC 14D9/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) PLM INTERNATIONAL, INC. (Name of Subject Company) PLM INTERNATIONAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 69341L205 (CUSIP Number of Class of Securities) -------------------------------- Susan C. Santo Vice President, Secretary, and General Counsel One Market Steuart Street Tower, Suite 800 San Francisco, California 94105 (415) 974-1399 (Name, address and telephone number of person authorized to receive notice and communications on behalf of the person(s) filing statement) With a Copy to: Joseph S. Radovsky, Esq. Adam P. Siegman, Esq. Greene Radovsky Maloney & Share LLP Four Embarcadero Center, Suite 4000 San Francisco, California 94111 (415) 981-1400 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. ================================================================================ This Amendment No. 2 (this "Amendment") amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 by PLM International, Inc., a Delaware corporation ("PLM" or the "Company"), with the U.S. Securities and Exchange Commission on December 29, 2000, as amended by Amendment No. 1 to Schedule 14D-9 filed on February 6, 2001 related to the tender offer by MILPI Acquisition Corp., a Delaware corporation, for all of the outstanding shares of common stock of PLM at a price of $3.46 per share. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to them in the Schedule 14D-9. ITEM 8. Additional Information. Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following information: On February 7, 2001, PLM issued a press release announcing that approximately 6,287,732 shares representing 83.2% of the PLM common stock par value $.01 per share, had been validly tendered and not withdrawn prior to the expiration of the Offer at 12:00 midnight, New York City time, on Tuesday, February 6, 2001, all of which were accepted for payment. A copy of PLM's February 7, 2001 press release is attached hereto as Exhibit 29 and is incorporated herein by reference. ITEM 9. Material to be Filed as Exhibits. Item 9 is hereby amended by adding the following thereto: Exhibit No. Description ----------- ----------- 99 Press Release Issued by PLM dated February 7, 2001 1 SIGNATURE 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 By: Stephen M. Bess President 2 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99 Press Release issued by PLM dated February 7, 2001 3 EX-99 2 0002.txt PRESS RELEASE ISSUED BY PLM DATED FEBRUARY 7, 2001 Contact: Eileen M. Doyle Vice President, Investor Relations (415) 905-7467 TENDER OFFER FOR SHARES OF PLM INTERNATIONAL, INC. COMPLETED Approximately 83.2% of shares of Common Stock Received FOR IMMEDIATE RELEASE SAN FRANCISCO, CA - (AMEX: PLM) - February 7, 2001 - PLM International, Inc. (the Company) announced today that MILPI Acquisition Corp. completed its cash tender offer for the outstanding common stock of the Company 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 by MILPI 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 the Company's 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. Shares of PLM International common stock will continue to trade until 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 PLM 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. **more** PLM International 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. 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. 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 International operations and achieve the anticipated synergies of the transaction. 1 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 will be available free of charge by directing a request to the Secretary of PLM International 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. ### 2 -----END PRIVACY-ENHANCED MESSAGE-----