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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AFG Investment Trust C
(Exact name of registrant as specified in its charter)
Delaware 0-21444 04-3157232
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
88 Broad Street, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
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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, MILPI Acquisition Corp. ("MILPI"), an indirect
subsidiary of the registrant, AFG Investment Trust C (the "Trust"), and three
other related trusts, entered into a definitive agreement to acquire PLM
International, Inc. ("PLM") for an approximate cash purchase price of $27
million. The Trust, along with the three other trusts, committed to provide the
funding to complete the transaction. 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. As a result of the tender offer,
MILPI purchased 6,284,261 shares of PLM comon stock, or 83.2% of the outstanding
common stock. 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.
The staff of the Securities and Exchange Commission has informed the four
trusts that it believes that two of the trusts, AFG Investment Trusts A and B,
may be unregistered investment companies within the meaning of the Investment
Company Act of 1940. Although AFG Investment Trusts A and B do not believe that
they are unregistered investment companies, they have agreed to liquidate their
assets in order to resolve with the SEC staff the question as to whether they
are unregistered investment companies. As a result, the Trust and AFG
Investment Trust D ("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 the Trust and Trust D and approximately 30% of these funds (or $1.3
million) have been obtained by means of a loan from PLM to the Trust and Trust
D.
On January 7, 2002, the Trust entered into a promissory note with PLM
International, Inc. to borrow $719,759 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
Exhibit 99.1 is a copy of the promissory note.
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.
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
AFG INVESTMENT TRUST C
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: Senior 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 Filed herewith
Investment Trust C and PLM International, Inc.