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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
PLM INTERNATIONAL, INC.
(Name of Subject Company)
PLM INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
69341L205
(CUSIP Number of Class of Securities)
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Susan C. Santo
Vice President, Secretary, and General Counsel
One Market
Steuart Street Tower, Suite 800
San Francisco, California 94105
(415) 974-1399
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement)
With a Copy to:
Joseph S. Radovsky, Esq.
Adam P. Siegman, Esq.
Greene Radovsky Maloney & Share LLP
Four Embarcadero Center, Suite 4000
San Francisco, California 94111
(415) 981-1400
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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This Amendment No. 2 (this "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 by PLM International,
Inc., a Delaware corporation ("PLM" or the "Company"), with the U.S. Securities
and Exchange Commission on December 29, 2000, as amended by Amendment No. 1 to
Schedule 14D-9 filed on February 6, 2001 related to the tender offer by MILPI
Acquisition Corp., a Delaware corporation, for all of the outstanding shares of
common stock of PLM at a price of $3.46 per share. Capitalized terms used but
not defined in this Amendment shall have the meaning assigned to them in the
Schedule 14D-9.
ITEM 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by
adding the following information:
On February 7, 2001, PLM issued a press release announcing
that approximately 6,287,732 shares representing 83.2% of the PLM
common stock par value $.01 per share, had been validly tendered and
not withdrawn prior to the expiration of the Offer at 12:00 midnight,
New York City time, on Tuesday, February 6, 2001, all of which were
accepted for payment. A copy of PLM's February 7, 2001 press release is
attached hereto as Exhibit 29 and is incorporated herein by reference.
ITEM 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by adding the following thereto:
Exhibit No. Description
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99 Press Release Issued by PLM dated February 7, 2001
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SIGNATURE
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
By:
Stephen M. Bess
President
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EXHIBIT INDEX
Exhibit No. Description
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99 Press Release issued by PLM dated February 7, 2001
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