SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 7, 2001
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AFG Investment Trust C
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(Exact name of registrant as specified in its charter)
Delaware 0-21444 04-3157232
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Nyala Farms, Westport, Connecticut 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 341-0515
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(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
AFG Investment Trust C previously reported in its Form 8-K dated
December 22, 2000 that its affiliate MILPI Acquisition Corp. ("MILPI") had
entered into an agreement and plan of merger (the "Merger Agreement") to acquire
PLM International, Inc. ("PLM") and that, in connection with the merger (the
"Merger"), MILPI would make a tender offer (the "Offer") to purchase any and all
shares of PLM's outstanding common stock. On February 7, 2001 MILPI consummated
the Offer and accepted for purchase 6,284,261 shares of PLM common stock (the
"Shares"). The aggregate consideration paid to PLM stockholders in connection
with the Offer was approximately $21.7 million in cash.
MILPI, a newly formed Delaware corporation, is owned by MILPI
Holdings, LLC, which is owned by four separate trusts, AFG Investment Trust
A, AFG Investment Trust B, the registrant, and AFG Investment Trust D
(collectively, the "four trusts"). AFG ASIT Corporation, which is the
managing trustee for each of the four trusts, has a 1% economic interest in
each of the trusts and is owned by Equis II Corporation ("Equis II"). Equis
II has an 8.25% special beneficial interest in each of the trusts and owns
approximately 99% of the Class B Units in each of the trusts, which gives it
approximately a 62% interest in each of the trusts. Equis II Corporation is
owned by Semele. MILPI was organized in connection with the Offer and the
Merger and has not carried on any activities other than in connection with
the Offer and the Merger. MILPI, together with MILPI Holdings, LLC, the four
trusts, AFG ASIT Corporation, Equis II Corporation and Semele, were the
offerors and purchased the Shares tendered pursuant to the Offer.
The total amount of funds expected to be used by MILPI to consummate
the Offer and the Merger and to pay related fees and expenses is
approximately $26.5 million. The aggregate funds used to date to finance the
Offer were obtained from existing resources and internally generated funds of
the four trusts and none of these funds were borrowed. If the Merger is
consummated, MILPI may be required to pay up to approximately an additional
$4.4 million. Funds for this amount will be obtained from existing resources
and internally generated funds of the four trusts.
On February 7, 2001, Semele issued a press release announcing the
consummation of the Offer, a copy of which is attached hereto and
incorporated herein by reference.
Some of the information included in or incorporated by reference in
this Form 8-K may contain forward-looking statements, such as information
relating to the effects of acquisitions. Such statements can be identified by
the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates" or similar words, or by
discussions of strategy that involve risks and uncertainties. Another form of
forward-looking statement can be characterized by an assumption (using
terminology such as "as if" or "gives effect to") that an event occurs at the
beginning of a financial period presented, with a corresponding effect
throughout the period, even though the event had actually occurred after the
beginning of such period or has not yet actually occurred at all. Any such
forward-looking statements may discuss future expectations or contain
projections of results of operations or financial conditions or expected
benefits resulting from the consummation of the tender offer, the acquisition or
other related transactions. There can be no assurance that the future results
indicated, whether expressed or implied, will be achieved.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Condensed Consolidated Financial
Information of Semele Group Inc. relating to the PLM
acquisition will be filed by amendment not later than
April 23, 2001.
(c) EXHIBITS
Exhibit 99.1 Press Release dated February 7, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 22, 2001 AFG INVESTMENT TRUST C
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: Senior Vice President
EXHIBIT INDEX
Exhibit
Number Exhibit Name Location
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99.1 Press Release dated February 7, 2001. Incorporated by reference
to PLM International,
Inc.'s Amendment No. 2 to
Schedule TO-T/A filed on
February 7, 2001 (File
No. 005-38652).