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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) DECEMBER 22, 2000
Semele Group Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-16886 36-3465422
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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)
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Item 5. OTHER EVENTS
On December 22, 2000, MILPI Acquisition Corp. ("MILPI"), an indirect
subsidiary of the registrant, entered into a definitive agreement to acquire PLM
International, Inc. ("PLM") for an approximate cash purchase price of $27
million. In connection with the acquisition, MILPI will make a tender offer to
purchase any and all shares of PLM's outstanding common stock at a price of
$3.46 per share. Upon completion of the tender offer, if required in order to
complete the acquisition, PLM will hold a special meeting of its shareholders to
approve the merger of MILPI into PLM.
The transaction has been approved by the boards of directors of both
MILPI and PLM and by the managing trustee of the registrant. In addition,
certain stockholders of PLM, who own approximately 24% of PLM's voting power,
have entered into a Voting and Tender Agreement. Each stockholder to the
agreement has agreed to tender all of its outstanding common stock to MILPI in
the tender offer and to vote in favor of the merger if a special meeting of
shareholders is required.
PLM is a management company providing services to transportation,
industrial, and commercial companies. PLM also manages a diversified portfolio
of over $700 million (based on original equipment cost) of transportation and
related equipment for approximately 60,000 third-party investors.
Semele Group Inc. is a holding company with interests in a number of
real estate development projects, income producing real estate, and equipment
leasing funds.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
Exhibit 2.1 Agreement and Plan of Merger dated
as of December 22, 2000 between
MILPI Acquisition Corp. and PLM
International, Inc.
Exhibit 4.1 Voting and Tender Agreement dated
as of December 22, 2000 by and
between MILPI Acquisition Corp.,
PLM International, Inc. and the
other parties thereto.
Exhibit 99.1 Escrow Agreement dated as of
December 22, 2000 by and among
MILPI Acquisition Corp., PLM
International, Inc. and Bank of
San Francisco, as escrow agent.
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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: December 27, 2000 SEMELE GROUP INC.
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: President and Chief
Operating Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT NAME LOCATION
<S> <C> <C>
2.1 Agreement and Plan of Merger dated as of December 22, 2000 between MILPI Filed herewith
Acquisition Corp. and PLM International, Inc.
4.1 Voting and Tender Agreement dated as of December 22, 2000 by and between Filed herewith
MILPI Acquisition Corp., PLM International, Inc. and the other parties
thereto.
99.1 Escrow Agreement dated as of December 22, 2000 by and among MILPI Filed herewith
Acquisition Corp., PLM International, Inc. and Bank of San Francisco, as
escrow agent.
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