SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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. 1 (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 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 4. THE SOLICITATION OR RECOMMENDATIONS.
The fifteenth paragraph of Item 4(b) under the caption "Background" is
amended to read in full as follows:
"On December 11, 2000, the Board held a special meeting to discuss the
auction process Imperial Capital had been conducting. All of the members of the
Board were present. Also present were representatives of Imperial Capital (to
discuss the auction process and to answer questions from the Board), legal
counsel to PLM and Mr. Coyne, who attended a portion of the meeting. The Board
discussed all firm proposals which had been received, including the
consideration offered, the status and availability of financing for each
proposal, the extent to which each bidder had conducted due diligence, and the
readiness and ability of each bidder to promptly execute and effect a
transaction. The Board was advised that, except for MILPI, no persons had
expressed an interest in acquiring the Shares at a price equal to or greater
than MILPI's offer of $3.50 per Share that was not subject to the outcome of
material litigation. Imperial Capital further advised the Board that it was
prepared to issue an opinion that the receipt of $3.50 per share by the
stockholders of PLM would be fair to such holders from a financial point of
view. After such discussions, the Board determined that MILPI's offer of $3.50
per Share, which was not subject to a financing contingency or to the outcome of
any material litigation, was superior to all other offers, and it instructed
legal counsel to PLM to continue negotiations with MILPI to finalize the Merger
Agreement. On December 13, 2000, Imperial Capital delivered the above-described
opinion."
The seventeenth paragraph of Item 4(b) under the caption "Background" is
amended to read in full as follows:
"On December 21, 2000, MILPI revised its bid to be equal to the Offer
Price and agreed to modify certain conditions to the Offer. Later that day, the
Board of Directors of PLM met to consider the Offer Price and other terms and
conditions of the Merger Agreement. All members of the Board were present. Also
present were representatives of Imperial Capital and legal counsel to PLM. At
the Board meeting, the Board asked Imperial Capital whether it could deliver an
opinion that payment of the Offer Price was fair to the PLM Stockholders from a
financial point of view. Imperial Capital stated that it was of the opinion that
the consideration to be received by PLM's stockholders pursuant to the Offer is
fair to such holders from a financial point of view, and that such opinion
replaces the opinion it issued on December 13, 2000. The Board unanimously voted
to approve the Merger Agreement, the Escrow Agreement and the Voting Agreement
and the transactions contemplated thereby, including the Merger and the Offer
and authorized Mr. Tidball to execute and deliver such agreements as promptly as
practicable.
The first two lines of the first paragraph of Item 4(b) under the caption
"Reasons for the Transaction; Factors considered by the Board" are amended to
read in full as follows:
"In reaching its determination to approve the Merger and the Offer to
recommend them to PLM's stockholders, the Board considered the following
factors, each of which is the view of the Board, supported such determinations:"
ANNEX A
The section entitled "EXECUTIVE AND DIRECTOR COMPENSATION - Agreements With
Executive Officers," is amended by inserting the following new paragraph at the
end of the section:
"On January 6, 2001, PLM entered into a Transition Services and
Employment Agreement with Mr. Bess and a Transition Services, Employment and
Consulting Agreement with Ms. Santo, each on substantially the same terms as
those described above. In addition, PLM entered into a Transition Services and
Employment Agreement with Richard K. Brock, its Chief Financial Officer, on
substantially the same terms as those described in Mr. Bess' agreement, except
with a monthly salary of $21,167 and a retention bonus of $108,000."
ANNEX B
The first paragraph of Annex B (Opinion of Imperial Capital) is amended to
read in full as follows:
"You have requested our opinion as to the fairness, from a financial
point of view, to the shareholders of PLM International, Inc. (the "Company"),
of the aggregate consideration to be received by the shareholders of the Company
in connection with the sale of the common stock of the Company to a newly formed
corporation affiliated with Equis Financial Group (the "Buyer"). By way of
background, on December 11, 2000, the Board held a special meeting to consider
the Buyer's offer of $3.50 per share and, in connection therewith and at the
Board's request, we issued our opinion, dated December 13, 2000, with respect to
the fairness of such offer from a financial point of view (the "Initial
Opinion"). Subsequent to the issuance of the Initial Opinion, the Buyer revised
the terms of its offer. Pursuant to the terms of the revised offer (the
"Transaction"), the Buyer will tender cash consideration equal to $3.46 per
share (the "Consideration") for 100% of the outstanding shares of the Company. T
tender offer is conditioned upon the Buyer receiving at least 50.1% of the
outstanding shares of the Company. Upon a successful tender, the Buyer will
subsequently merge with the Company and will pay the remaining shareholders the
Consideration."
The first sentence of the fourth paragraph of Annex B (Opinion of Imperial
Capital) is amended to read in full as follows:
"Our opinion expressed herein has been prepared for the information of
the Board of Directors of the Company, and our opinion is rendered in connection
with the sale of the common stock of the Company to the Buyer."
The last sentence of Annex B (Opinion of Imperial Capital) is amended to
read in full as follows:
"This opinion replaces the Initial Opinion in its entirety."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended by adding the following thereto:
EXHIBIT NO. DESCRIPTION
26 Transition Services and Employment Agreement dated
January 6, 2001 between PLM and Stephen Bess
27 Transition Services, Employment and Consulting Agreement
dated January 6, 2001 between PLM and Susan Santo
28 Transition Services and Employment Agreement dated
January 6, 2001 between PLM and Richard K. Brock.
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: January __, 2001
By: /s/Robert N. Tidball
Robert N. Tidball
Chairman
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
26 Transition Services and Employment Agreement dated
January 6, 2001 between PLM and Stephen Bess
27 Transition Services, Employment and Consulting Agreement
dated January 6, 2001 between PLM and Susan Santo
28 Transition Services and Employment Agreement dated
January 6, 2001 between PLM and Richard K. Brock.