AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 2001
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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. 2)*
--------------------------
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)
--------------------------
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
--------------------------
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: /X/
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Amendment No. 2 (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, as amended by Amendment No. 1
to the Schedule TO-T filed by Purchaser and Offerors on January 29, 2001,
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.
ITEMS 1-9 AND 11.
Items 1 through 9 and 11 of the Schedule TO-T, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
and supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
February 6, 2001. Pursuant to the Offer, based upon a preliminary report from
the Depositary, Purchaser accepted for payment a total of approximately
6,287,732 shares of Company Common Stock (including 12,340 shares of Company
Common Stock tendered pursuant to guaranteed delivery), representing
approximately 83.2% of the outstanding Company Common Stock. On February 7,
2001, Semele Group Inc. issued a press release announcing the expiration of the
tender offer and acceptance for payment of such tendered Company Common Stock
and Purchaser's intention to acquire the remaining shares of Company Common
Stock through a cash merger, expected to be completed shortly.
The full text of the February 7, 2001 press release is attached as
Exhibit (a)(9) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(9) Press release issued by Semele Group Inc., dated February 7, 2001.
-2-
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: February 7, 2001
MILPI ACQUISITION CORP.
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Vice President and Secretary
MILPI HOLDINGS, LLC
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Member
AFG INVESTMENT TRUST A,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
AFG INVESTMENT TRUST B,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
AFG INVESTMENT TRUST C,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
AFG INVESTMENT TRUST D,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
-3-
AFG ASIT CORPORATION
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
EQUIS II CORPORATION
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
SEMELE GROUP, INC.
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: President and Chief Operating
Officer
-4-
EXHIBIT INDEX
EXHIBIT NO.
(a)(9) Press release issued by Semele Group Inc., dated February 7, 2001.