SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PLM International, Inc.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
69341L106
(CUSIP Number)
Mr. Howard P. Berkowitz
(212) 664-0990
HPB Associates, L.P.
888 Seventh Avenue
New York, New York 10106
(Name, address and telephone number of person
authorized to receive notices and communications)
July 12, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
PAGE 1 OF 7 PAGES
<PAGE>
13D
CUSIP No. 69341L106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON HPB Associates, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
N/A
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON -0-
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) -0-
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON ** PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 7 PAGES
<PAGE>
13D
CUSIP No. 69341L106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON HPB Group, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS **
N/A
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON -0-
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) -0-
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON ** OO
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 3 OF 7 PAGES
<PAGE>
13D
CUSIP No. 69341L106
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON Howard P. Berkowitz
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) SOURCE OF FUNDS ** N/A
_____________________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
_____________________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION United States
_____________________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER -0-
SHARES ______________________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY ______________________________________________________________
EACH (9) SOLE DISPOSITIVE POWER -0-
REPORTING ______________________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER -0-
_____________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON -0-
_____________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) -0-
_____________________________________________________________________________
(14) TYPE OF REPORTING PERSON ** IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 4 OF 7 PAGES
<PAGE>
The Schedule 13D, initially filed on October 21, 1994 (the "Initial
Schedule 13D"), as amended by Amendment No. 1 filed on May 4, 1995 ("Amendment
No. 1"), by HPB Associates, L.P., a Delaware limited partnership (the
"Partnership"), and Mr. Howard P. Berkowitz relating to the common stock, $.01
par value (the "Common Stock"), of PLM INTERNATIONAL, INC., a Delaware
corporation, whose principal executive offices are located at One Market
Plaza, Steuart Street Tower, Suite 900, San Francisco, California 94105-1301
(the "Company"), is hereby amended by this Amendment No. 2 to the Schedule 13D
as follows:
ITEM 1. IDENTITY AND BACKGROUND
Item 1 is hereby replaced in its entirety as follows:
This Schedule 13D is being filed on behalf of HPB Associates, L.P., a
Delaware partnership whose principal offices are located at 888 Seventh
Avenue, New York, New York 10106 (the "Partnership"), HPB Group, L.L.C., a
Delaware limited liability company whose principal offices are located at 888
Seventh Avenue, New York, New York 10106 ("HPB Group"), and Mr. Howard P.
Berkowitz, with respect to the shares of Common Stock owned by the Partnership
prior to the transaction described in Item 4 below.
The Partnership is a private investment partnership. HPB Group is the
sole managing partner of the Partnership. Mr. Berkowitz is the senior
managing member of HPB Group. Mr. Berkowitz's present principal occupation is
acting as senior managing member of HPB Group. Mr. Clifford Greenberg and Mr.
Terry O'Connor are each a managing member of HPB Group. The present principal
occupation of each of Mr. Greenberg and Mr. O'Connor is acting as a managing
member of HPB Group. The business address of each of Messrs. Berkowitz,
Greenberg and O'Connor is 888 Seventh Avenue, New York, New York 10106.
Messrs. Berkowitz, Greenberg and O'Connor are citizens of the United States.
Neither the Partnership, HPB Group, Mr. Berkowitz, Mr. Greenberg or Mr.
O'Connor has, during the last five years:
A. been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or
B. been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or a finding of any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby replaced in its entirety as follows:
The source of funds for the purchases reported by the Partnership on the
Initial Schedule 13D, as amended by Amendment No. 1, was the Partnership's
capital. The total amount of funds used by the Partnership to purchase the
960,000 shares of Common Stock owned by it prior to the transactions described
in Item 4 below was $3,120,000.
PAGE 5 OF 7 PAGES
<PAGE>
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby replaced in its entirety as follows:
On July 12, 1996, the Partnership sold 925,000 shares of Common Stock to
the Company, which represented all of the Partnership's holdings of shares of
Common Stock. Prior thereto, the Partnership had disposed of 35,000 shares of
Common Stock. The purposes of these dispositions was to liquify the
Partnership's investment.
The Partnership has no present plans or proposals which relate to, or
would result in: (1) the disposition by any other person of shares of Common
Stock or other securities issued by the Company; (2) the acquisition by the
Partnership or by any other person of shares of Common Stock or other
securities issued by the Company; or (3) any of the matters enumerated in
paragraphs (b) through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby replaced in its entirety as follows:
(a) As of the date of this filing, the Partnership beneficially
owns, within the meaning of Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Act"), 0 shares of Common Stock. Immediately prior to
the transaction described in Item 5(c) below, the Partnership beneficially
owned, within the meaning of Rule 13d-3 under the Act, 925,000 shares of
Common Stock, representing 8.6% of the outstanding shares of Common Stock
(based upon 10,805,861 shares of Common Stock reported to be outstanding by
the Company as of May 14, 1996.)
(b) Neither the Partnership, HPB Group or Mr. Berkowitz has the
power to vote or dispose of any shares of Common Stock.
(c) There were no transactions in shares of Common Stock
effected by the reporting persons during the past 60 days, except that on July
12, 1996, the Partnership sold 925,000 shares of Common Stock to the Company
for a price of $3 13/16 per share, less brokerage commissions.
(d) Not applicable.
(e) The Partnership, HPB Group and Mr. Berkowitz ceased to be
the beneficial owners of more than five percent of the outstanding shares of
Common Stock on July 12, 1996.
PAGE 6 OF 7 PAGES
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: July 17, 1996
HPB ASSOCIATES, L.P.
By: HPB Group, L.L.C.
Managing Partner
By: /s/ Howard P. Berkowitz
Howard P. Berkowitz
Senior Managing Member
HPB GROUP, L.L.C.
By: /s/ Howard P. Berkowitz
Howard P. Berkowitz
Senior Managing Member
/s/ Howard P. Berkowitz
Howard P. Berkowitz
PAGE 7 OF 7 PAGES
