EXHIBIT (a)(5)
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 Our Clients:
Enclosed for your consideration is an 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") in connection with the offer by MILPI
Acquisition Corp., a Delaware corporation ("Purchaser"), to purchase any and all
of the shares of Common Stock, par value $.01 per share ("Company Common
Stock"), of PLM International, Inc., a Delaware corporation (the "Company"),
that are issued and outstanding (the "Shares"), 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 the Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all Shares held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $3.46 per share of Company Common Stock, in cash,
without interest thereon.
2. The Offer is being made for any or all of the outstanding Shares.
3. The Board of Directors of the Company has unanimously determined that
the Merger Agreement (as defined in the Offer to Purchase) and the
transactions contemplated thereby, including each of the Offer and the
Merger (as defined in the Offer to Purchase), are advisable, fair to, and in
the best interest of, the holders of Shares, has approved, adopted and
declared advisable the Merger Agreement and the transactions contemplated
thereby, including each of the
Offer and the Merger, and has resolved to recommend that the holders of
Shares accept the Offer and tender their Shares pursuant to the Offer.
4. 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.
5. 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% 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 adjustments 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 applicable 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.
6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes with respect to the purchase of Shares
by the Purchaser pursuant to the Offer.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. The Purchaser
is not aware of any jurisdiction where the making of the Offer is prohibited by
any administrative or judicial action pursuant to any valid state statute. If
the Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, the Purchaser will make
a good faith effort to comply with such state statute. If, after such good faith
effort, the Purchaser cannot comply with such state statute, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction. IF
YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. AN ENVELOPE IN WHICH TO RETURN YOUR
INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL
SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN YOUR INSTRUCTIONS.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMPANY COMMON STOCK
OF
PLM INTERNATIONAL, INC.
BY
MILPI ACQUISITION CORP.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated December 29, 2000, and the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
MILPI Acquisition Corp., a Delaware corporation, to purchase any or all shares
of Common Stock, par value $.01 per share ("Company Common Stock"), of PLM
International, Inc., a Delaware corporation, that are issued and outstanding.
This will instruct you to tender the number of shares of Company Common
Stock indicated below (or, if no number is indicated below, all shares of
Company Common Stock) that are held by you for the account of the undersigned,
upon the terms and subject to the conditions set forth in the Offer.
Number of Shares To Be Tendered*:
_________________________ shares of Company Common Stock
Dated: _____________________________________
SIGN HERE
________________________________________________________________________________
SIGNATURE(S)
________________________________________________________________________________
PLEASE TYPE OR PRINT NAME(S)
________________________________________________________________________________
PLEASE TYPE OR PRINT ADDRESS
________________________________________________________________________________
AREA CODE AND TELEPHONE NUMBER
________________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
* Unless otherwise indicated, it will be assumed that all shares of Company
Common Stock held by us for your account are to be tendered.
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