As filed with the Securities and Exchange Commission on January 29, 2001
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-T/A
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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PLM INTERNATIONAL, INC.
(Name Of Subject Company (Issuer))

MILPI ACQUISITION CORP.,
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.
(Names Of Filing Persons (Offerors))

COMMON STOCK, $.01 PAR VALUE
(Title Of Class Of Securities)

69341L205
(CUSIP NUMBER OF CLASS OF SECURITIES)

JAMES A. COYNE
MILPI ACQUISITION CORP.
200 NYALA FARMS
WESTPORT, CT 06880
PHONE: (203) 341-0515/FAX: (203) 341-9988
(Name, Address And Telephone Number Of Person Authorized
To Receive Notices And Communications On Behalf Of Filing Persons)

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COPY TO:
RICHARD F. LANGAN, JR., ESQ.
NIXON PEABODY LLP
437 MADISON AVENUE
NEW YORK, NY 10022
PHONE: (212) 940-3000/FAX: (212) 940-3111
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CALCULATION OF FILING FEE

TRANSACTION VALUATION AMOUNT OF FILING FEE

$27,851,305 $5,570.26*

/X/ Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $5,570.26 Filing Party: MILPI Acquisition Corp.
Form or Registration No.: Schedule TO-T Date Filed: December 29, 2000

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
to designate any transactions to which the statement relates:

/X/ third-party tender offer subject to Rule 14d-1.

/ / issuer tender offer subject to Rule 13e-4.

/ / going-private transaction subject to Rule 13e-3.

/ / amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /

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This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO-T filed by MILPI Acquisition Corp., a Delaware
Corporation (the "Purchaser") and 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 with the
Purchaser, the "Offerors") on December 29, 2000 relating to the offer by the
Purchaser to purchase any and all outstanding shares of Common Stock, par value
$.01 (the "Company Common Stock"), of PLM International, Inc., a Delaware
corporation (the "Company"), at a purchase price of $3.46 per share, to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated December 29, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the Offer). Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Offer to
Purchase.

The Summary Term Sheet, Items 1, 9, 10 and 14 and Schedule I of the Offer to
Purchase are hereby amended by including the following information therein,
which information is hereby expressly incorporated by reference herein.

SUMMARY TERM SHEET

The section entitled "SUMMARY TERM SHEET--WHAT ARE THE MOST SIGNIFICANT
CONDITIONS OF THE OFFER" in the Offer to Purchase is amended by adding a fourth
bullet point to read:

" - All conditions to the offer, other than those involving the receipt of
necessary government approvals, will be waived or satisfied on or before the
expiration of the offer."

The section entitled "SUMMARY TERM SHEET--CAN THE OFFER BE EXTENDED AND
UNDER WHAT CIRCUMSTANCES" in the Offer to Purchase is amended by deleting the
last two sentences and replacing them with:

"MILPI will exercise reasonable discretion in determining whether conditions to
the offer have been satisfied or waived. Notwithstanding the above, all
conditions to the offer, other than those involving the receipt of necessary
government approvals, will be waived or satisfied on or before the expiration of
the offer. See Section 1 for more details on our ability to extend the offer."

ITEM 1. TERMS OF THE OFFER; EXPIRATION DATE

The second paragraph under the caption "1. Terms of the Offer; Expiration
Date" in the Offer to Purchase is amended by inserting the following new
sentence after the end of the third sentence:

"Notwithstanding the above, all conditions to the Offer, other than those
involving the receipt of necessary government approvals, will be waived or
satisfied on or before the Expiration Date."

ITEM 9. FINANCING OF THE OFFER AND THE MERGER.

"Section 9, Financing of the Offer and the Merger" in the Offer to Purchase
is amended to read in its entirety as follows:

"The Offer is not conditioned upon any financing arrangements. The total
amounts of funds required by the Purchaser to consummate the Offer and
the Merger and to pay related fees and expenses is estimated to be
approximately $26,500,000. The Company will not be responsible for paying
any of the expenses in connection with the Offer or the Merger, except
for the investment banking fees of Imperial Capital, LLC and a portion of
the printing costs. Pursuant to the Operating Agreement dated
December 13, 2000 of the Purchaser's direct parent, MILPI Holdings, LLC,
the Four Trusts are obligated to contribute an aggregate of up

to $30,000,000 to MILPI Holdings, LLC upon receipt of one or more capital
calls therefor. MILPI Holdings, LLC, in turn, has entered into a
Subscription Agreement with the Purchaser dated as of December 15, 2000
whereby it is obligated, on the Offer Conditions Satisfaction Date, and
on the Closing Date, respectively, to purchase the number of shares of
the Purchaser's common stock such that, at a purchase price of $100,000
per share of Purchaser common stock, the consideration paid for such
shares will be sufficient for the Purchaser to satisfy, when due, all of
its obligations under the Merger Agreement in connection with the Offer
and under the Merger, respectively. It is anticipated that all of these
funds will be obtained from existing resources and internally generated
funds of the Four Trusts and that none of these funds will be borrowed.
No alternative financing plan exists."

ITEM 10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY; THE MERGER
AGREEMENT.

The first paragraph under the caption "10. Background of the Offer; Contacts
With the Company; The Merger Agreement--The Merger Agreement" in the Offer to
Purchase is amended by inserting the following new sentence after the end of the
second sentence:

"Notwithstanding the above, all conditions to the Offer, other than those
involving the receipt of necessary government approvals, will be waived or
satisfied on or before the Expiration Date."

ITEM 14. CERTAIN CONDITIONS OF THE OFFER.

The final paragraph under the caption "14. Certain Conditions of the Offer"
in the Offer to Purchase is amended by inserting the following sentence
immediately prior to the last sentence of the paragraph:

"Notwithstanding the above, all conditions to the Offer, other than those
involving the receipt of necessary government approvals, will be waived or
satisfied on or before the Expiration Date."

SCHEDULE I

The heading of Schedule I to the Offer to Purchase is amended to read
"Information Concerning the Directors, Executive Officers and Controlling
Persons of the Purchaser, the Offerors and the Company" and Section 1 of
Schedule I to the Offer to Purchase is amended to read in its entirety as
follows:

1(a). DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The following table
sets forth the name, current business address, citizenship and current
principal occupation or employment, and material occupations, positions,
offices or employment and business addresses thereof for the past five
years of each director and executive officer of the Purchaser. The current
business address of each person is c/o Semele Group, Inc., 200 Nyala
Farms, Westport, Connecticut 06880.

CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL POSITIONS HELD
NAME DURING THE PAST FIVE YEARS AND BUSINESS ADDRESSES THEREOF CITIZENSHIP
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Board of Directors:

James A. Coyne Mr. Coyne has been a director and Vice President of the Purchaser U.S.
since its inception. Mr. Coyne has been President and Chief
Operating Officer of Semele Group, Inc. ("Semele") since 1997. Mr.
Coyne is Executive Vice President/Capital Markets of Equis
Corporation ("Equis"), the general partner of Equis Financial Group
Limited Partnership ("EFG"). Mr. Coyne joined EFG in 1989, remained
until 1993, and rejoined in November 1994. Mr. Coyne has held
various executive positions with Equis II Corporation since its
inception in 1997, and currently serves as its Senior Vice
President. From 1993 through November 1994, Mr. Coyne was with the
Raymond Company, a private investment firm, where he was
responsible for obtaining financing for corporate and real estate
acquisitions. Mr. Coyne's term as a director of the Purchaser
expires at the 2001 annual meeting of shareholders. Mr. Coyne is
also a director of Equis II Corporation ("Equis II") and Semele.

Gary D. Engle Mr. Engle has been a director and President of the Purchaser since U.S.
its inception. Mr. Engle has been Chairman and Chief Executive
Officer of Semele since November 1997. Mr. Engle is President and
Chief Executive Officer of Equis, which he joined in 1990 as
Executive Vice President. Mr. Engle purchased a controlling
interest in EFG in December 1994. Mr. Engle has also been President
of AFG Realty, Corporation since 1994 and President of Equis II
Corporation since 1997. From 1987 to 1990, Mr. Engle was a
principal and co-founder of Cobb Partners Development, Inc., a real
estate and mortgage banking company, with principal offices in
Florida. From 1980 to 1987, Mr. Engle served various capacities
with Arvida Disney Company, a large-scale community real estate
development company owned by the Walt Disney Company with real
estate development projects worldwide. Mr. Engle is also a director
of AFG ASIT Corporation, Equis II and Semele.

Executive Officers:

Gary D. Engle President. See above. U.S.

James A. Coyne Vice President and Secretary. See above. U.S.

1(b). MEMBERS OF MILPI HOLDINGS, LLC. The following table sets forth the name of
each of the members of MILPI Holdings, LLC. The current business address
of each member is 200 Nyala Farms, Westport, Connecticut 06880.

Members:

AFG Investment Trust A

AFG Investment Trust B

AFG Investment Trust C

AFG Investment Trust D

For information concerning each of the Trusts, see below.

1(c). TRUSTEES OF AFG INVESTMENT TRUST A. AFG Investment Trust A has no
directors or officers. AFG ASIT Corporation is the managing trustee of
each of the four trusts (the "Managing Trustee"). For more information
concerning the directors and executive officers of the Managing Trustee,
see Section 1(g), below.

1(d). TRUSTEES OF AFG INVESTMENT TRUST B. AFG Investment Trust B has no
directors or officers. AFG ASIT Corporation is the Managing Trustee. For
more information concerning the directors and executive officers of the
Managing Trustee, see Section 1(g), below.

1(e). TRUSTEES OF AFG INVESTMENT TRUST C. AFG Investment Trust C has no
directors or officers. AFG ASIT Corporation is the Managing Trustee. For
more information concerning the directors and executive officers of the
Managing Trustee, see Section 1(g), below.

1(f). TRUSTEES OF AFG INVESTMENT TRUST D. AFG Investment Trust D has no
directors or officers. AFG ASIT Corporation is the Managing Trustee. For
more information concerning the directors and executive officers of the
Managing Trustee, see Section 1(g), below.

1(g). DIRECTORS AND EXECUTIVE OFFICERS OF AFG ASIT CORPORATION. The following
table sets forth the name, current business address, citizenship and
current principal occupation or employment, and material occupations,
positions, offices or employment and business addresses thereof for the
past five years of each director and executive officer of AFG ASIT
Corporation (the "Managing Trustee"). The current business address of each
person is c/o Semele Group, Inc., 200 Nyala Farms, Westport, Connecticut
06880.

Board of Directors:

Geoffrey A. MacDonald Mr. MacDonald has been President and a director of AFG ASIT U.S.
Corporation ("AFG ASIT") since 1991. Mr. MacDonald also is a
co-founder of EFG and has been Chairman of Equis since 1998. Mr.
MacDonald was also a co-founder, director, and Senior Vice
President of EFG's predecessor from 1980 to 1988. Mr. MacDonald has
been President of American Finance Group Securities Corp. since
1992. Prior to co-founding EFG's predecessor, Mr. MacDonald held
various executive and management positions in the leasing and
pharmaceutical industries. Mr. MacDonald holds a M.B.A. from Boston
College and a B.A degree from the University of Massachusetts
(Amherst).

Gary D. Engle See above. U.S.

Executive Officers:

Geoffrey A. MacDonald President. See above. U.S.

James A. Coyne Senior Vice President. See above. U.S.

Michael J. Butterfield Mr. Butterfield joined EFG in June 1992, became Vice President, U.S.
Finance and Treasurer of Equis and certain of its affiliates in
April 1996, in July 1998, was promoted to Senior Vice President,
Finance and Treasurer of Equis and certain of its affiliates and in
2000 was promoted to Chief Financial Officer and Treasurer of
Semele, Chief Operating Officer and Clerk of Equis, and Treasurer,
Principal Accounting Officer, Principal Financial Officer and Clerk
of AFG ASIT. Prior to joining EFG, Mr. Butterfield was an Audit
Manager with Ernst & Young LLP, which he joined in 1987. Mr.
Butterfield was employed in public accounting and industry
positions in New Zealand and London (UK) prior to coming to the
United States in 1987. Mr. Butterfield attained his Associate
Chartered Accountant (A.C.A.) professional qualification in New
Zealand and has completed his CPA requirements in the United
States. He holds a Bachelor of Commerce degree from the University
of Otago, Dunedin, New Zealand.

1(h). DIRECTORS AND EXECUTIVE OFFICERS OF EQUIS II CORPORATION. The following
table sets forth the name, current business address, citizenship and
current principal occupation or employment, and material occupations,
positions, offices or employment and business addresses thereof for the
past five years of each director and executive officer of Equis II
Corporation. Unless otherwise indicated, the current business address of
each person is c/o Semele Group, Inc., 200 Nyala Farms, Westport,
Connecticut 06880.

Board of Directors:

James A. Coyne See above. U.S.

Gary D. Engle See above. U.S.

Executive Officers:

Gary D. Engle President. See above.

James A. Coyne Senior Vice President. See above.

1(i). DIRECTORS AND EXECUTIVE OFFICERS OF SEMELE GROUP INC. The following table
sets forth the name, current business address, citizenship and current
principal occupation or employment, and material occupations, positions,
offices or employment and business addresses thereof for the past five
years of each director and executive officer of Semele Group Inc. Unless
otherwise indicated, the current business address of each person is
Semele Group, Inc., 200 Nyala Farms, Westport, Connecticut 06880.

Board of Directors:

Walter E. Auch, Sr. Prior to retiring, Mr. Auch was the Chairman and Chief Executive U.S.
Officer of the Chicago Board Option Exchange from 1979 to 1986.
Prior to that time, Mr. Auch was Executive Vice President, director
and a member of the executive committee of PaineWebber from 1963 to
1979. Mr. Auch is a director of Pimco Advisors L.P., Smith Barney
Concert Series Funds, Smith Barney Trak Fund, The Brinson Partners
Funds, and Nicholas Applegate Funds. He is also a Trustee of
Hillsdale College and the Arizona Heart Institute. Mr. Auch is also
a Trustee of Banyan Strategic Realty Trust.

Joseph W. Bartlett Mr. Bartlett has been a partner in the law firm of Morrison & U.S.
Foerster LLP, since March 1996. From July 1991 until March 1996 he
was a partner in the law firm of Mayer, Brown & Platt. Mr. Bartlett
is also a Director of Cyrk, Inc., which designs, manufactures and
distributes products for promotional programs and custom-designed
sports apparel and accessories.

James A. Coyne See above. U.S.

Gary D. Engle See above. U.S.

Robert M. Ungerleider Mr. Ungerleider has been of counsel to the law firm of Felcher, U.S.
Fox & Litner since 1990. From 1982 until 1998 Mr. Ungerleider has
founded, developed and sold a number of start-up ventures including
Verifone Finance, an equipment leasing company, SmartPage, a paging
service company and Financial Risk Underwriting Agency, Inc., an
insurance firm specializing in financial guarantee transactions.
Prior to that, Mr. Ungerleider practiced real estate and corporate
law in New York City for ten years.

Executive Officers:

Gary D. Engle Chief Executive Officer. See above.

James A. Coyne President and Chief Operating Officer. See above.

Michael J. Butterfield Chief Financial Officer. See above.

ITEM 12. EXHIBITS

(b)(1) Operating Agreement of MILPI Holdings, LLC dated as of December 13, 2000
by and among the persons identified on Schedule A thereto.

(b)(2) Subscription Agreement dated as of December 15, 2000 by and among MILPI
Holdings, LLC and MILPI Acquisition Corp.

After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.

Dated: January 29, 2001

MILPI ACQUISITION CORP.

By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Vice President and Secretary

AFG INVESTMENT TRUST A,
By: AFG ASIT Corporation, as Managing Trustee