SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Event: November 26, 1997 Date of Report: December 1, 1997 PLM INTERNATIONAL, INC. (Exact name of registrant as specified in its charter Delaware (State or other jurisdiction of incorporation or organization) 1-9670 94-3041257 (Commission File Number) (I.R.S. Employer Identification Number) One Market Steuart Street Tower, Suite 800 San Francisco, California 94105-1301 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (415) 974-1399 ITEM 5. Other Events On November 26, 1997, an amendment (The "Amendment") to Article FOURTH of PLM International, Inc.'s (the "Company") Certificate of Incorporation was approved by a majority of the outstanding shares of the Company's Common Stock. On the same date the Amendment was filed with the Delaware Secretary of State, which date is the effective date of the Amendment. A copy of the Amendment is attached as an exhibit to this form. Attachment: Exhibit 1: Amendment to Article FOURTH of PLM International, Inc.'s Certificate of Incorporation EXHIBIT 1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PLM INTERNATIONAL, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware PLM International, Inc., a Delaware corporation (the "Company"), does hereby certify as follows: FIRST: Article FOURTH of the Certificate of Incorporation of the Company is hereby amended by adding as Section VII to said Article FOURTH the following provisions: VII. At 6:00 p.m. (Eastern Time) on the effective date of the amendment adding this Section VII to Article FOURTH (the "Effective Date"), each share of Common Stock held of record as of 6:00 p.m. (Eastern Time) on the Effective Date shall be automatically reclassified and converted, without further action on the part of the holder thereof, into one-two hundredth (1/200) of one share of Common Stock. No fractional share of Common Stock shall be issued to any Fractional Holder (as defined below) upon such reclassification and conversion. Except as set forth in the immediately following sentence, from and after 6:00 p.m. on the Effective Date, each Fractional Holder shall have no further interest as a stockholder in respect of any such fractional share and, in lieu of receiving such fractional share, shall be entitled to receive, upon surrender of the certificate or certificates representing such fractional share, the cash value of such fractional share based on the average daily closing price per share of the Common Stock on the American Stock Exchange for the 10 trading days immediately preceding the Effective Date, without interest. Appraisal rights under Section 262 of the GCL shall be available for each such fractional share of a Fractional Holder who has complied with the provisions of said Section 262. As used herein, the term "Fractional Holder" shall mean a holder of record of less than 200 shares of Common Stock as of 6:00 p.m. (Eastern Time) on the Effective Date, who would be entitled to less than one whole share of Common Stock in respect of such shares as a result of the reclassification and conversation provided for herein. At 7:00 p.m. (Eastern Time) on the Effective Date, each share of Common Stock and any fraction thereof (excluding any interest in the Company held by a Fractional Holder converted into cash pursuant to the immediately preceding paragraph) held by a holder of record of one or more shares of Common Stock as of 7:00 p.m. (Eastern Time) on the Effective Date shall be automatically reclassified and converted, without further action on the part of the holder thereof, into multiple shares of Common Stock on the basis of 200 shares of Common Stock for each share of Common Stock then held. SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be duly executed in its corporate name this 26th day of November 1997. PLM INTERNATIONAL, INC. By: /s/ Robert N. Tidball ------------------------ Robert N. Tidball President SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned hereunto duly authorized. PLM INTERNATIONAL, INC. (Registrant) DATE: December 1, 1997 By: /s/ Susan C. Santo ------------------------------- Susan C. Santo Vice President, Secretary and and General Counsel