EXHIBIT (a)(4)
OFFER TO PURCHASE FOR CASH
ANY OR ALL OUTSTANDING SHARES OF COMPANY COMMON STOCK
OF
PLM INTERNATIONAL, INC.
AT
$3.46 PER SHARE OF COMPANY COMMON STOCK
BY
MILPI ACQUISITION CORP.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, FEBRUARY 6, 2001, UNLESS THE OFFER IS EXTENDED.
December 29, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
MILPI Acquisition Corp., a Delaware corporation ("Purchaser"), has commenced
an offer to purchase any and all of the shares of Company Common Stock, par
value $.01 per share (the "Company Common Stock"), of PLM International, Inc., a
Delaware corporation (the "Company"), that are issued and outstanding, for $3.46
per share of Company Common Stock, to the seller in cash, upon the terms and
subject to the conditions set forth in Purchaser's Offer to Purchase, dated
December 29, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which, together with the Offer to Purchase and any amendments or
supplements thereto, collectively constitute the "Offer") enclosed herewith.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold shares of Company Common Stock registered in your name
or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
50.1% SHARES OF THE COMPANY'S THEN OUTSTANDING COMMON STOCK, OR APPROXIMATELY
3,784,810 SHARES (BASED UPON THE NUMBER OF SHARES OUTSTANDING AS OF
DECEMBER 28, 2000 AND SUBJECT TO ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS
RECAPITALIZATIONS AND SIMILAR EVENTS) (INCLUDING ANY SHARES OF COMPANY COMMON
STOCK OWNED BY THE PURCHASER OR ANY AFFILIATE OF THE PURCHASER ON THE DATE SUCH
SHARES ARE PURCHASED PURSUANT TO THE OFFER) AND (II) THE WAITING PERIOD UNDER
THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING
EXPIRED OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER, IF APPLICABLE.
THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE. SEE SECTIONS 1 AND 14 OF THE OFFER TO PURCHASE WHICH SET FORTH IN FULL
THE CONDITIONS TO THE OFFER.
For your information and for forwarding to your clients for whom you hold
shares of Company Common Stock registered in your name or in the name of your
nominee, we are enclosing the following documents:
1. Offer to Purchase, dated December 29, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering shares of Company Common Stock and for the information of your
clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
shares of Company Common Stock and all other required documents are not
immediately available or cannot be delivered to Mellon Investor Services,
LLC (the "Depositary") prior to the Expiration Date (as defined in the Offer
to Purchase) or if the procedure for book-entry transfer cannot be completed
prior to the Expiration Date;
4. A letter to stockholders of the Company from Robert N. Tidball,
Chairman of the Board of Directors of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you
hold shares of Company Common Stock registered in your name or in the name
of your nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, FEBRUARY 6, 2001, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for shares of Company Common Stock accepted for
payment pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates evidencing such shares of Company Common Stock
(the "Share Certificates") or timely confirmation of a book-entry transfer of
such shares of Company Common Stock into the Depository's account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase)), (ii) a
Letter of Transmittal (or manually signed facsimile thereof) properly completed
and duly executed with any required signature guarantees or an Agent's Message
(as defined in the Offer to Purchase) and (iii) any other documents required
under the Letter of Transmittal.
If holders of shares of Company Common Stock wish to tender, but it is
impracticable for them to forward their certificates or other required documents
prior to the Expiration Date, a tender may be effected by following the
guaranteed delivery procedure described in Section 3 of the Offer to Purchase.
The Purchaser will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary and MacKenzie Partners, Inc. (the
"Information Agent") (as described in the Offer to Purchase)) in connection with
the solicitation of tenders of shares of Company Common Stock pursuant to the
Offer. However, the Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of shares of Company Common Stock to it,
except as otherwise provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent at its address and telephone numbers set forth on the back
cover page of the Offer to Purchase.
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Additional copies of the enclosed material may be obtained from the Information
Agent, at the address and telephone number set forth on the back cover page of
the Offer to Purchase.
Very truly yours,
MILPI Acquisition Corp.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE COMPANY, THE INFORMATION AGENT
OR THE DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF
ANY OF THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
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