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 Report (Date of earliest event reported) January 7, 2002
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PLM International, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-9670 94-3041257
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
120 Montgomery Street, Suite 1350, San Francisco, CA 94104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 445-3201
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(Former name or former address, if changed since last report)
Item 5. Other Events
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As previously reported, on December 22, 2000, PLM International, Inc.
("PLM") entered into an Agreement and Plan of Merger with MILPI Acquisition
Corp. ("MILPI") pursuant to which MILPI agreed to acquire PLM. In the first
step of the transaction, MILPI made a tender offer to purchase any and all
shares of PLM's outstanding common stock at a price of $3.46 per share. In
order to complete the transaction, PLM will now hold a special meeting of its
shareholders to approve the merger of MILPI into PLM. If the merger is
consummated, the amount of funds required by MILPI to purchase the remainder of
the shares pursuant to the merger is estimated to be approximately $4.4 million.
Because MILPI currently owns in excess of 50% of the shares of PLM and will vote
those shares in favor of the merger proposal, the approval of the merger is
assured.
MILPI is 100% owned by MILPI Holdings, LLC, which is owned by four trusts.
Two of the trusts, AFG Investment Trust C and AFG Investment Trust D, have
provided the additional funds necessary to complete the merger. Approximately
70% of these funds (or approximately $3.1 million) have been obtained from
existing resources and internally generated funds of AFG Investment Trusts C and
D and approximately 30% of these funds (or $1.3 million) have been obtained by
means of a loan from PLM to AFG Investment Trusts C and D.
On January 7, 2002, PLM International, Inc. entered into separate promissory
notes with each of AFG Investment Trust C and AFG Investment Trust D to borrow
an aggregate of approximately $1.3 million each by means of a 364 day, unsecured
loan which will carry interest at LIBOR plus 200 basis points (provided that the
interest rate may not at any time be higher than 2% over the base rate from time
to time announced by Fleet Bank of Massachusetts, N.A.). Attached hereto as
Exhibits 99.1 and 99.2 are copies of the promissory notes.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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Exhibit 99.1 Promissory Note, dated as of January 7, 2002, between AFG
Investment Trust C and PLM International, Inc.
Exhibit 99.2 Promissory Note, dated as of January 7, 2002, between AFG
Investment Trust D and PLM International, Inc.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 7, 2002 PLM INTERNATIONAL, INC.
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: Vice President
EXHIBIT INDEX
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Exhibit
Number Exhibit Name Location
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99.1 Promissory Note, dated as of January 7, 2002, between AFG Investment Filed herewith
Trust C and PLM International, Inc.
Promissory Note, dated as of January 7, 2002, between AFG Investment Filed herewith
99.2 Trust D and PLM International, Inc.