EXHIBIT (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase,
dated December 29, 2000, and the related Letter of Transmittal (and any
amendments or supplements thereto) and is being made to all holders of
Shares. The Offer is not being made to (nor will tenders be accepted from or
on behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. 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 MIPLI Acquisition Corp. by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
PLM International, Inc.
at
$3.46 Per Share
by
MILPI Acquisition Corp.,
a wholly-owned subsidiary of
MILPI Holdings, LLC
and by
AFG Investment Trust A, AFG Investment Trust B, AFG Investment
Trust C, AFG Investment Trust D,
AFG ASIT Corporation, Equis II Corporation,
and Semele Group, Inc.
MILPI Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
MILPI Holdings, LLC (the "Purchaser"), is offering to purchase any and all
outstanding shares of the common stock, par value $.01 per share (the "Shares"),
of PLM International, Inc., a Delaware corporation (the "Company") that are
issued and outstanding, at a purchase price of $3.46 per share in cash and
without interest. The Offer is being made by the Purchaser and a group of
offerors including MILPI Holdings, LLC, AFG Investment Trust A, AFG Investment
Trust B, AFG Investment Trust C, AFG Investment Trust D, AFG ASIT Corporation,
Equis II Corporation and Semele Group, Inc. (collectively, the "offerors") upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
December 29, 2000 and in the related Letter of Transmittal (which, together with
the Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer").
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.
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validly tendered and not withdrawn prior to the expiration of the Offer at least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 outstanding common stock, or 3,784,810 shares (subject to
adjustments for stock splits, stock dividends, recapitalizations and similar
events) (including any shares of 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, if any, under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, having expired or been
terminated prior to the expiration of the Offer. The Offer is also subject to
certain other conditions contained in the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of December 22, 2000 (the "Merger Agreement"), between the Purchaser and the
Company. The purpose of the Offer is for the Purchaser to acquire control of,
and the entire equity interest, in the Company. The Merger Agreement provides
that, among other things, the Purchaser will make the Offer and that, as
promptly as practicable after the purchase of Shares pursuant to the Offer and
the satisfaction or waiver of the other conditions set forth in the Merger
Agreement and in accordance with the relevant provisions of the Delaware General
Corporation Law ("Delaware law"), the Purchaser will be merged with and into the
Company (the "Merger"), with the Company continuing as the surviving
corporation. At the effective time of the Merger (the "Effective Time"), each
Share outstanding immediately prior to the Effective Time (other than Shares
held in the treasury of the Company and other than Shares held by stockholders
who shall have properly exercised their appraisal rights under Delaware law)
shall be canceled and converted automatically into the right to receive $3.46
per share of common stock in cash, without interest.
The Board of Directors of the Company: (i) has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including each of
the Offer and the Merger, are advisable, fair to, and in the best interests of,
the Company and the Company's stockholders, (ii) has approved and adopted the
Merger Agreement and the transactions and related agreements contemplated
thereby, including each of the Offer and the Merger, and (iii) has recommended
that the Company's stockholders accept the Offer and tender their Shares
pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to Mellon
Investor Services LLC (the "Depositary") of the Purchaser's acceptance for
payment of such Shares pursuant to the Offer. Upon the terms and subject to the
conditions of the Offer, payment for Shares accepted for payment pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering stockholders for the purpose
of receiving payments from the Purchaser and transmitting such payments to
tendering stockholders whose Shares have been accepted for payment. Under no
circumstances will interest be paid by the Purchaser, regardless of any
extension of the Offer or any delay in making such payment. In all cases,
payment for Shares properly tendered and accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (1)
certificates evidencing such Shares or timely confirmation of a book-entry
transfer of such Shares into the Depositary's account at the Depository Trust
Company ("DTC") pursuant to the procedures set forth in the Offer to Purchase,
(2) the Letter of Transmittal (or a manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees or, in the
case of a book-entry transfer, an Agent's Message (as defined in the Offer to
Purchase) in lieu of the Letter of Transmittal and (3) any other documents
required by the Letter of Transmittal.
The term "Expiration Date" means 12:00 midnight, New York City time, on
Tuesday, February 6, 2001, unless and until the Purchaser shall have extended
the period of time during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire. Subject to the terms of the Merger
Agreement and the applicable rules and regulations of the Securities and
Exchange Commission, the Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend the period of time
during which the Offer is open by giving written notice of such extension to the
Depositary. Any such extension will be publicly announced by press release
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled expiration date.
Tenders of Shares made pursuant to the Offer are irrevocable except that such
Shares may be withdrawn at any time prior to the Expiration Date (as defined in
the Offer to Purchase) and, unless theretofore accepted for payment by the
Purchaser pursuant to the Offer, may also be withdrawn at any time after
February 27, 2001 (or such later date as may apply in case the Offer is
extended). If the Purchaser extends the Offer, is delayed in its acceptance for
payment of Shares or is unable to accept Shares for payment pursuant to the
Offer for any reason, then, without prejudice to the Purchaser's rights under
the Offer, the Depositary may, nevertheless, on behalf of the Purchaser and
subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended,
retain tendered Shares, and such Shares may not be withdrawn except to the
extent that the tendering stockholder is entitled to withdrawal rights as
described in the Offer to Purchase.
If any tendered Shares are not purchased pursuant to the terms and conditions
of the Offer for any reason, or if stock certificates representing Shares are
submitted representing more Shares than are tendered, certificates representing
unpurchased or untendered Shares will be returned, without expense to the
tendering shareholder (or, in the case of Shares delivered by book-entry
transfer pursuant to the procedures set forth in the Offer to Purchase, such
Shares will be credited to the Depositary's account at DTC) as promptly as
practicable following the expiration, termination or withdrawal of the Offer.
For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses
set forth on the back cover page of the Offer to Purchase and must specify the
name and address of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of such
Shares, if different from that of the person who tendered such Shares. If stock
certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such stock
certificates, the serial numbers shown on such stock certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the Offer to
Purchase), unless such Shares have been tendered for the account of an Eligible
Institution. If Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in the Offer to Purchase, any notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawn Shares and must otherwise comply with DTC's procedures.
The receipt by a stockholder of the Company of cash for Shares pursuant to the
Offer and the Merger will be a taxable transaction for United States federal
income tax purposes, and may also be a taxable transaction under applicable
state, local, or foreign tax laws. All stockholders are urged to consult their
own tax advisors as to the particular tax consequences to them of the Offer and
the Merger.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided the Purchaser with its stockholder lists and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares whose names
appear on the stockholder list and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose name appears, or
whose nominee appears, on the stockholder lists or, if applicable, who are
listed as participants in a clearing agency's security position listing for
subsequent transmittal to beneficial owners of Shares.
The Offer to Purchase and the related Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance and requests for copies of the Offer to
Purchase and the related Letter of Transmittal and all other tender offer
materials may be directed to the Information Agent at the address and telephone
number set forth below and will be furnished promptly at the Purchaser's
expense. The Purchaser will not pay any fees or commissions to any broker or
dealer or any other person (other than the Information Agent) for soliciting
tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
[Logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
CALL TOLL-FREE (800) 322-2885
December 29, 2000