SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional materials
[ ] Soliciting Material Pursuant to Sect. 240.14a-11(c) or Sect. 240.14a-12
PLM International, Inc.
(Name of Registrant as Specified in its Charter)
Stephen Peary, Senior Vice President, Secretary and General Counsel
of the Registrant
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6-(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(j)(2).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value to transaction:
Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
April 26, 1994
Dear Stockholder:
It is with great pleasure that the Directors and I invite you
to attend the Annual Meeting of Stockholders of PLM International,
Inc. which will be held at 1:00 p.m. on Thursday, May 26, 1994 at
the A.P. Giannini Auditorium, Concourse Level, 555 California
Street, San Francisco, California.
At the meeting, the stockholders will elect two directors and
transact such other business as may properly come before the
meeting. The Notice of Annual Meeting of Stockholders and Proxy
Statement accompanying this letter describe the business to be
transacted at the meeting.
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, WE URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE IN ORDER THAT AS MANY SHARES AS POSSIBLE MAY
BE REPRESENTED AT THE MEETING. The vote of every stockholder is
important and your cooperation in promptly returning your executed
proxy will be appreciated. Each proxy is revocable and will not
affect your right to vote in person in the event that you attend
the meeting. Thank you for your continued support.
Very truly yours,
/s/ J. Alec Merriam
J. ALEC MERRIAM
Chairman of the Board
<PAGE>
PLM INTERNATIONAL, INC.
One Market
Steuart Street Tower, Suite 900
San Francisco, California 94105
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 26, 1994
The Annual Meeting of Stockholders of PLM International, Inc.
will be held on Thursday, May 26, 1994 at 1:00 p.m. (Pacific Time)
in the A.P. Giannini Auditorium, Concourse Level, 555 California
Street, San Francisco, California for the following purposes:
1. To elect two Class I directors of PLM International, Inc.
2. To transact such other business as may properly come
before the meeting or any adjournment thereof.
Stockholders of record on April 14, 1994 shall be entitled to
notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors
/s/ Stephen Peary
STEPHEN PEARY
Senior Vice President, Secretary
and General Counsel
April 26, 1994
San Francisco, California
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND
THE ANNUAL MEETING, WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED
PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. IF YOU ATTEND
THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON BY COMPLETING A
BALLOT OR PROXY AT THE MEETING. YOU MAY REVOKE YOUR PROXY AT ANY
TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.
<PAGE>
PLM INTERNATIONAL, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 26, 1994
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board") of PLM
International, Inc. ("PLM International" or the "Company") of
proxies to be voted at the Annual Meeting of Stockholders to be
held at 1:00 p.m. on Thursday, May 26, 1994, at the A.P. Giannini
Auditorium, Concourse Level, 555 California Street, San Francisco,
California, or any adjournment thereof (the "Annual Meeting").
The Notice of Annual Meeting, this Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or
about April 26, 1994. The costs of this proxy solicitation will be
borne by the Company. Proxies may be solicited by mail, personal
interview, telephone, telegraph and advertisements. Proxies are
expected to be solicited by directors, officers and regular
employees of the Company. The directors, officers and employees who
assist in the solicitation will not receive any additional
compensation for such services and will perform such services in
addition to their usual duties. The Company has retained MacKenzie
Partners, Inc. to assist in the solicitation of proxies from
brokers, nominees and individuals. MacKenzie Partners, Inc.'s
estimated fee for this service is $5,000. Brokers and other
nominees who hold stock of the Company will be asked to contact the
beneficial owners of the shares which they hold.
VOTING OF PROXIES
All shares represented by proxies received, properly dated and
executed, and not revoked will be voted in accordance with
instructions, if any, given therein. If no instructions are given,
the proxy will be voted IN FAVOR of the election of the Company's
nominees for director.
A stockholder submitting a proxy may revoke it at any time
before it is voted at the Annual Meeting by notifying the Secretary
of the Company in writing of such revocation, by properly executing
a later-dated proxy, or by voting in person at the Annual Meeting.
OUTSTANDING VOTING SECURITIES
Stockholders of record on April 14, 1994, or their proxies,
are entitled to vote at the Annual Meeting. On such date, the
outstanding voting stock of the Company consisted of 10,486,782
shares of the Common Stock and 4,916,301 shares of Series A
Cumulative Convertible Preferred Stock, par value $.01 per share
("Preferred Stock"). Each share of Common Stock and Preferred
Stock will be entitled to one vote per share, voting together, on
each matter to be voted at the Annual Meeting. There is no
provision in the Certificate of Incorporation of the Company
permitting cumulative voting.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the beneficial ownership of shares
of the Company's Common Stock and Preferred Stock by each
stockholder known to be the beneficial owner of more than 5% of
either of the outstanding Common Stock or Preferred Stock as of the
date of this Proxy Statement.
<TABLE>
<CAPTION>
Number of
Shares of
Name and Address of Common
Title of Class Beneficial Owner Stock
<S> <C>
Common Stock Transcisco Industries, Inc.<F2> 3,367,367
555 California St.
San Francisco, CA 94111
Preferred Stock State Street Bank and Trust 4,916,301
Company, as Trustee for the PLM <F4>
International, Inc. Employee
Stock Ownership Plan Trust
200 North Ave.
North Quincy, MA 02171
<CAPTION>
Number of
Percent of Shares of Percent of
Common Preferred Preferred
Title of Class Stock<F1> Stock Stock
<S> <C> <C> <C>
Common Stock 31.5<F3> 0 0
Preferred Stock 32.0<F5> 4,916,301<F4> 100
<FN>
<F1> Computed on the basis of 10,486,782 shares of Common Stock
outstanding plus, in the case of any person deemed to own shares of
Common Stock as a result of owning options to purchase such
securities exercisable within 60 days or Preferred Stock presently
convertible into shares of Common Stock by the record owner, the
additional shares of Common Stock which would be outstanding upon
such exercise, purchase or conversion by such person. For a
discussion of the voting and investment powers in respect to shares
of Preferred Stock, including the voting of allocated and
unallocated shares, see the description of the PLM International,
Inc. Employee Stock Ownership Plan (the "ESOP") starting on page 17
of this Proxy Statement.
<F2> In July 1991, Transcisco Industries, Inc. ("Transcisco") filed
a petition for reorganization in the United States Bankruptcy
Court. On October 20, 1993, the Bankruptcy Court issued an order
confirming a joint plan of reorganization (the "Plan") in
Transcisco's Chapter 11 bankruptcy case. Under the Plan, in
consideration for a release by Transcisco's bondholders of all
claims against Transcisco, Transcisco will transfer to Securities
Holdings, L.P., a California limited partnership that will act as
the bondholder's representative, the 3,367,367 shares of Company
Common Stock and a $5 million subordinated note from the Company
(the "PLMI Note"). Transcisco will retain a 40% interest in the
PLMI Note. As of the date of this Proxy Statement, the foregoing
transactions had not been completed. On April 26, 1993, as amended
on November 8, 1993, the Official Unsecured Bondholders' Committee
of Transcisco reported beneficial ownership of these same shares.
<F3> The percentage of the aggregate number of shares of Common
Stock owned by Transcisco, assuming conversion of the shares of
Preferred Stock into Common Stock, would be 21.9%.
<F4> Represents all shares of Preferred Stock, including 1,312,487
shares which have been allocated to accounts of participants in the
ESOP, as well as 3,603,814 unallocated shares.
<F5> The shares of Preferred Stock are immediately convertible by
the Trustee under the ESOP into an equal number of shares of Common
Stock. In addition, shares of Common Stock and Preferred Stock vote
together at the Annual Meeting. Therefore, shares of Preferred
Stock are computed here as a percentage of the aggregate number of
shares of Common Stock, assuming such conversion.
</TABLE>
<PAGE>
The following table shows the amount and percent of the
Company's outstanding Common Stock and Preferred Stock beneficially
owned by each of its directors and named executive officers and all
directors and executive officers as a group as of the date of this
Proxy Statement.
<TABLE>
<CAPTION>
Shares of Percent of
Common Common
Name of Beneficial Owner Stock<F1> Stock<F1>
<S> <C> <C>
Allen V. Hirsch<F3>.......... 119,000 1%
Walter E. Hoadley<F4>........ 21,000 *
J. Alec Merriam<F5>........... 70,500 *
Robert L. Pagel<F6>........... 20,000 *
Robert N. Tidball<F7>......... 137,000 1%
Stephen M. Bess<F8>.......... 20,000 *
Douglas P. Goodrich<F9>...... 20,000 *
Stephen Peary<F10>........... 31,200 *
All directors and executive officers
as a group (13 people)<F11> 501,700 5%
<CAPTION>
Number of
Shares of Percent of
Preferred Preferred
Name of Beneficial Owner Stock<F2> Stock<F2>
<S> <C> <C>
Allen V. Hirsch<F3> 38,452 *
Walter E. Hoadley<F4> --- ---
J. Alec Merriam<F5> --- ---
Robert L. Pagel<F6> --- ---
Robert N. Tidball<F7> 44,879 *
Stephen M. Bess<F8> 24,555 *
Douglas P. Goodrich<F9> 25,733 *
Stephen Peary<F10> 27,505 *
All directors and executive
officers as a group
(13 people)<F11> 278,499 6%
__________________
* Represents less than 1% of the outstanding shares.
<FN>
<F1> Computed on the basis of 10,486,782 shares of Common Stock
outstanding plus, in the case of any person deemed to own shares of
Common Stock as a result of owning options to purchase such
securities exercisable within 60 days or Preferred Stock presently
convertible into shares of Common Stock by the record owner, the
additional shares of Common Stock which would be outstanding upon
such exercise, purchase or conversion by such person. For a
discussion of the voting and investment powers with respect to
shares of Preferred Stock, including the voting of allocated and
unallocated shares, see the description of the ESOP starting on
page 17 of this Proxy Statement.
<F2> Represents shares of Preferred Stock held by the ESOP and
allocated to the account of the individual named in the table, over
which such individual has voting control.
<F3> Includes 115,000 shares of Common Stock which may be
purchased by Mr. Hirsch upon exercise of options and 38,452 shares
of Preferred Stock held by the ESOP and allocated to Mr. Hirsch's
account.
<F4> Includes 20,000 shares of Common Stock which may be purchased
by Dr. Hoadley upon exercise of options. Dr. Hoadley is not a
participant in the ESOP.
<F5> Includes 20,000 shares of Common Stock which may be purchased
by Mr. Merriam upon exercise of options. Mr. Merriam is not a
participant in the ESOP.
<F6> Represents 20,000 shares of Common Stock which may be
purchased by Mr. Pagel upon exercise of options. Mr. Pagel is not
a participant in the ESOP.
<F7> Includes 130,000 shares of Common Stock which may be
purchased by Mr. Tidball upon exercise of options and 44,879 shares
of Preferred Stock held by the ESOP and allocated to Mr. Tidball's
account.
<F8> Represents 20,000 shares of Common Stock which may be
purchased by Mr. Bess upon exercise of options and 24,555 shares of
Preferred Stock held by the ESOP and allocated to Mr. Bess'
account.
<F9> Represents 20,000 shares of Common Stock which may be
purchased by Mr. Goodrich upon exercise of options and 25,733
shares of Preferred Stock held by the ESOP and allocated to Mr.
Goodrich's account.
<F10> Includes 30,000 shares of Common Stock which may be
purchased by Mr. Peary upon exercise of options and 27,505 shares
of Preferred Stock held by the ESOP and allocated to Mr. Peary's
account.
<F11> Includes 465,500 shares of Common Stock which may be
purchased by members of the Board of Directors and executive
officers upon exercise of options and approximately 278,499 shares
of Preferred Stock held by the ESOP and allocated to the accounts
of certain executive officers.
</TABLE>
IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
As of the date of this report the directors and executive
officers of PLM International (and key executive officers of its
subsidiaries) are as follows:
<TABLE>
<CAPTION>
Name Age Position
<S>< . . . . . . <C> <C>
J. Alec Merriam. . . 59 Director, Chairman of the
Board, PLM International,
Inc.; Director, PLM Financial
Services, Inc.
Allen V. Hirsch. . . 40 Director, Vice Chairman of the
Board, Executive Vice
President of PLM
International, Inc.; Director
and President, PLM Financial
Services Inc.; President, PLM
Securities Corp.
Walter E. Hoadley 77 Director, PLM International,
Inc.
Robert L. Pagel. . . 57 Director, Chairman of the
Executive Committee, PLM
International, Inc.; Director,
PLM Financial Services, Inc.
Robert N. Tidball 55 Director, President and Chief
Executive Officer, PLM
International, Inc.
J. Michael Allgood 45 Vice President of Finance and
Chief Financial Officer, PLM
International, Inc. and PLM
Financial Services, Inc.
Robin L. Austin. . . 46 Vice President, Human
Resources, PLM International,
Inc.; Vice President, PLM
Financial Services, Inc.
Stephen M. Bess. . . 46 President, PLM Investment
Management, Inc.; Vice
President, PLM Financial
Services, Inc.
David J. Davis . . . 37 Vice President and Corporate
Controller, PLM International,
Inc.
Douglas P. Goodrich 47 Senior Vice President, PLM
International, Inc.
Dirk Langeveld . . . 42 Senior Vice President, Marine
Group, PLM Transportation
Equipment Corporation
Steven O. Layne. . . 39 Vice President and General
Manager, Air Group, PLM
Transportation Equipment
Corporation
Stephen Peary. . . . 45 Senior Vice President, General
Counsel and Secretary, PLM
International, Inc., PLM
Financial Services, Inc., PLM
Investment Management, Inc.,
PLM Transportation Equipment
Corporation; Vice President,
PLM Securities Corp.
</TABLE>
<PAGE>
J. Alec Merriam was appointed Chairman of the Board of
Directors of PLM International in September 1990, having served as
a director since February 1988. In October 1988 he became a member
of the Executive Committee of the Board of Directors of PLM
International. From 1972 to 1988 Mr. Merriam was Executive Vice
President and Chief Financial Officer of Crowley Maritime
Corporation, a San Francisco area-based company engaged in maritime
shipping and transportation services. Previously, he was Chairman
of the Board and Treasurer of LOA Corporation of Omaha, Nebraska,
and served in various financial positions with Northern Natural Gas
Company, also of Omaha.
Allen V. Hirsch became Vice Chairman of the Board and a
Director of PLM International in April 1989. He is Executive Vice
President of PLM International and President of PLM Securities
Corp. Mr. Hirsch became the President of PLM Financial Services,
Inc. in January 1986 and President of PLM Investment Management,
Inc. and PLM Transportation Equipment Corporation in August 1985,
having served as a Vice President of PLM Financial Services,
Inc. and Senior Vice President of PLM Transportation Equipment
Corporation beginning in August 1984, and as a Vice President of
PLM Transportation Equipment Corporation beginning in July 1982 and
of PLM Securities Corp. from July 1982 to October 1, 1987. He
joined PLM, Inc. in July 1981, as Assistant to the Chairman. Prior
to joining PLM, Inc., Mr. Hirsch was a Research Associate at the
Harvard Business School. From January 1977 through September 1978,
Mr. Hirsch was a consultant with the Booz, Allen and Hamilton
Transportation Consulting Division, leaving that employment to
obtain his master's degree in business administration.
Dr. Walter E. Hoadley joined PLM International's Board of
Directors and its Executive Committee in September 1989. He served
as a Director of PLM, Inc. from November 1982 to June 1984 and PLM
Companies, Inc. from October 1985 to February 1988. Dr. Hoadley
has been a Senior Research Fellow at the Hoover Institute since
1981. He was Executive Vice President and Chief Economist for the
Bank of America from 1968 to 1981 and Chairman of the Federal
Reserve Bank of Philadelphia from 1962 to 1966. Dr. Hoadley has
served as a Director of Transcisco Industries, Inc. since February
1988.
Robert L. Pagel was appointed Chairman of the Executive
Committee of the Board of Directors of PLM International in
September 1990, having served as a director since February 1988.
In October 1988 he became a member of the Executive Committee of
the Board of Directors of PLM International. From June 1990 to
April 1991 Mr. Pagel was President and Co-Chief Executive Officer
of The Diana Corporation, a holding company traded on the New York
Stock Exchange. He is the former President and Chief Executive
Officer of FanFair Corporation which specializes in sports fan's
gift shops. He previously served as President and Chief Executive
Officer of Super Sky International, Inc., a publicly traded
company, located in Mequon, Wisconsin, engaged in the manufacture
of skylight systems. He was formerly Chairman and Chief Executive
Officer of Blunt, Ellis & Loewi, Inc., a Milwaukee-based investment
firm. Mr. Pagel retired from Blunt, Ellis & Loewi in 1985 after a
career spanning 20 years in all phases of the brokerage and
financial industries. Mr. Pagel has also served on the Board of
Governors of the Midwest Stock Exchange.
Robert N. Tidball was appointed President and Chief Executive
Officer of PLM International in March 1989. At the time of his
appointment, he was Executive Vice President of PLM International.
Mr. Tidball became a director of PLM International in April, 1989
and a member of the Executive Committee of the Board of Directors
of PLM International in September 1990. Mr. Tidball was Executive
Vice President of Hunter Keith, Inc., a Minneapolis-based
investment banking firm, from March 1984 to January 1986. Prior to
Hunter Keith, Inc., he was Vice President & General Manager and
Director of North American Car Corporation, and Director of the
American Railcar Institute and the Railway Supply Association.
J. Michael Allgood was appointed Vice President of Finance and
Chief Financial Officer of PLM International in October 1992.
Between July 1991 and October 1992, Mr. Allgood was a consultant to
various private and public sector companies and institutions
specializing in financial operational systems development. In
October 1987, Mr. Allgood cofounded Electra Aviation Limited and
its holding company, Aviation Holdings Plc of London where he
served as Chief Financial Officer until July 1991. Between June
1981 and October 1987, Mr. Allgood served as a First Vice President
with American Express Bank, Ltd. In February 1978, Mr. Allgood
founded and until June 1981, served as a director of Trade Projects
International/Philadelphia Overseas Finance Company, a joint
venture with Philadelphia National Bank. From March 1975 to
February 1978, Mr. Allgood served in various capacities with
Citibank, N.A.
Robin L. Austin is Vice President, Human Resources of PLM
International. Ms. Austin became Vice President, Human Resources
of PLM Financial Services, Inc. in February 1984, having served in
various capacities with PLM Investment Management, Inc., including
Director of Operations, since February 1980. From June 1970 to
September 1978, Ms. Austin served on active duty in the United
States Marine Corps. She is currently a Colonel in the United
States Marine Corps. Reserves.
Stephen M. Bess was appointed President of PLM Investment
Management, Inc. in August 1989, having served as Senior Vice
President of PLM Investment Management, Inc. beginning in February
1984 and as Corporate Controller of PLM Financial Services, Inc.
beginning in October 1983. Mr. Bess served as Corporate Controller
of PLM, Inc., beginning in December 1982. Mr. Bess was Vice
President-Controller of Trans Ocean Leasing Corporation, a
container leasing company, from November 1978 to November 1982, and
Group Finance Manager with the Field Operations Group of Memorex
Corp., a manufacturer of computer peripheral equipment, from
October 1975 to November 1978.
David J. Davis was appointed Vice President and Controller of
PLM International in January 1994. From March 1993 through January
1994, Mr. Davis was engaged as a consultant for various firms,
including PLM International. Prior to that Mr. Davis was Chief
Financial Officer of LB Credit Corporation in San Francisco from
July 1991 to March 1993. From April 1989 to May 1991, Mr. Davis
was Vice President and Controller for ITEL Containers International
Corporation which is located in San Francisco. Between May 1978
and April 1989, Mr. Davis held various positions with Transamerica
Leasing Inc. in New York, including that of Assistant Controller
for its rail leasing division.
Douglas P. Goodrich was appointed Senior Vice President of PLM
International in March 1994. Mr. Goodrich was appointed Vice
President, Rail Group, of PLM Transportation Equipment Corporation
in July 1989, and President of PLM Railcar Management Services,
Inc. in September 1992. Mr. Goodrich was an Executive Vice
President of G.I.C. Financial Services Corporation, a subsidiary of
Guardian Industries Corp. of Chicago, Illinois from December 1980
to September 1985.
Dirk Langeveld was appointed Vice President of PLM
Transportation Equipment Corporation's Marine Division in June 1990
and Senior Vice President, Marine Group in January 1991. Mr.
Langeveld was Executive Vice President, Chief Operating Officer,
and a Director of Marine Transport Lines from 1987 to 1990. From
1977 to 1987 Mr. Langeveld was employed by Stolt Tankers and
Terminals Inc. in a variety of executive positions in the United
States and the Far East.
Steven O. Layne was appointed Vice President and General
Manager, Air Group, PLM Transportation Equipment Corporation in
November 1992. Mr. Layne was its Vice President, Commuter and
Corporate Aircraft beginning in July 1990. Prior to joining PLM,
Mr. Layne was the Director, Commercial Marketing for Bromon
Aircraft Corporation, a joint venture of General Electric
Corporation and the Government Development Bank of Puerto Rico.
Mr. Layne is a major in the United States Air Force Reserves and
Senior Pilot with 13 years of accumulated service.
Stephen Peary was appointed Senior Vice President, Secretary
and General Counsel of PLM International in March 1994. Mr. Peary
served as Vice President, Secretary and General Counsel of PLM
International beginning in February 1988. Mr. Peary was Assistant
General Counsel of PLM Financial Services, Inc. from August 1987
through January 1988. Previously, Mr. Peary was engaged in the
private practice of law in San Francisco. Mr. Peary is a graduate
of the University of Illinois, Georgetown University Law Center,
and Boston University (Masters of Taxation Program).
<PAGE>
ELECTION OF DIRECTORS (PROPOSAL NO. 1)
The Board of Directors currently consists of five directors
and is divided into three classes. Each director is elected to a
three-year term. The current Class I directors are Messrs. Hoadley
and Tidball. The current Class II directors are Messrs. Merriam and
Pagel. The current Class III director is Mr. Hirsch.
At the Annual Meeting, two directors will be elected. The term
of the current Class I directors expires at the Annual Meeting, and
the terms of the Class II and Class III directors will expire at
subsequent annual meetings. The Company's nominees for director are
Walter E. Hoadley and Robert N. Tidball, who are presently serving
as Class I directors of PLM International. Mr. Tidball is also
presently serving as the President and Chief Executive Officer of
the Company.
The Company's nominees have consented to be nominated and to
serve if elected. If the nominees become unavailable for election,
the proxy will be voted for such other persons, if any, as the
Board of Directors may designate.
The two nominees for election as directors who receive the
highest number of votes therefor at the Annual Meeting shall be
elected as directors. The holders of a majority of the shares of
Common Stock and Preferred Stock, voting together, issued and
outstanding and entitled to vote at the Annual Meeting, present in
person or represented by proxy, shall constitute a quorum. Votes
at the Annual Meeting will be tabulated by one or more independent
inspectors of election appointed by the company. Abstentions and
votes withheld by brokers in the absence of instructions from
street-name holders (broker non-votes) will be included in the
determination of shares present at the Annual Meeting for purposes
of determining a quorum. Abstentions will be counted towards the
tabulation of votes cast on proposals submitted to shareholders and
will have the same effect as negative votes, while broker non-votes
will not be counted as votes cast for or against such matters.
For a discussion of the voting of shares of Preferred Stock,
including the voting of allocated and unallocated shares, see the
description of the ESOP starting on page 17 of this Proxy
Statement.
INFORMATION CONCERNING DIRECTORS
The Company's Board of Directors held ten meetings in 1993
and, to date, has held four meetings in 1994. Each of the directors
serving on the Board attended at least 75% of (i) the total number
of meetings of the Board of Directors held in 1993 and (ii) the
total number of meetings held by all committees of the Board on
which such Directors served.
Among the seven committees of the Board of Directors are an
Executive Committee, an Audit Committee, a Compensation Committee,
a Conflicts Committee and a Nominating Committee.
The Executive Committee consists of Mr. Pagel - Chairman, Dr.
Hoadley, Mr. Merriam and Mr. Tidball. The Executive Committee,
which was formed in October 1988, may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Company, subject to the limitations
prescribed by the Board of Directors, the by-laws of the Company
and Delaware law. The Executive Committee met twice during 1993 and
has not met to date in 1994.
The Audit Committee consists of Mr. Merriam - Chairman, Dr.
Hoadley and Mr. Pagel. The Audit Committee was formed in February
1988 to recommend the appointment and compensation of the
independent auditors, approve professional services provided by the
auditors, and review the scope of the annual audit and the
auditors' report to management, and to review financial statements
and internal accounting controls. The Audit Committee met once in
1993 and has not met to date in 1994.
The Compensation Committee consists of Mr. Pagel - Chairman
and Mr. Merriam. The Compensation Committee was formed in February
1988 to review all compensation programs, policies and practices,
including salaries, incentives, stock options and stock purchase
programs, and to make recommendations to the Board regarding the
salary of all corporate officers and certain key employees. The
Compensation Committee met once in 1993 and has met once to date in
1994.
The Nominating Committee was established in September 1990 to
investigate and make recommendations to the Board of Directors for
nominees to the Board and to the Board's committees. The
Nominating Committee consists of Mr. Tidball - Chairman, Mr.
Merriam and Mr. Pagel. The Nominating Committee met once in 1993
and has met once to date in 1994. The Nominating Committee will
consider nominees to the Board of Directors recommended by security
holders upon submission of the names of such nominees and such
other information as requested by the Nominating Committee in
accordance with the Company's by-laws.
CERTAIN BUSINESS RELATIONSHIPS
On February 1, 1988, Transcisco acquired approximately 35.7%
of the Company's outstanding Common Stock pursuant to the exchange
of all of the stock of certain of Transcisco's subsidiary
corporations, including PLM Financial Services, Inc. and PLM
Railcar Management Services, Inc. Transcisco also received $5
million in cash and a subordinated promissory note for $5 million.
No principal payments have been made on this note as of the date of
this Proxy Statement. Interest in the amount of $737,500 was
accrued and paid in 1993 pursuant to the terms of the note. To the
extent the Company prepays the outstanding balance of its senior
secured indebtedness in an amount of $18 million out of the
proceeds of subordinated debt or capital stock issued by the
Company, the Company is obligated to use such proceeds in excess of
the $18 million to retire the $5 million owed to Transcisco on a
dollar-for-dollar basis with a similarly situated $3 million
subordinated note. In July 1991, Transcisco filed a petition for
reorganization in the United States Bankruptcy Court. On October
20, 1993, the Bankruptcy Court issued an order confirming a joint
plan of reorganization (the "Plan") in Transcisco's Chapter 11
bankruptcy case. Under the Plan, in consideration for a release by
Transcisco's bondholders of all claims against Transcisco,
Transcisco will transfer to Securities Holdings, L.P., a California
limited partnership that will act as the bondholders'
representative, the 3,367,367 shares of Company Common Stock owned
by Transcisco and a $5 million subordinated note from the Company
(the "PLMI Note"). Transcisco will retain a 40% interest in the
PLMI Note. As of the date of this Proxy Statement, the foregoing
transactions had not been completed.
During the year ended December 31, 1993, PLM Financial
Services, Inc. ("FSI"), a subsidiary of the Company, and other
Company affiliates, on behalf of certain partnerships and for their
own accounts, paid a total of approximately $543,463 to Transcisco
and its affiliates for replacement railcar wheels, and for
maintenance, repair, modification, and cleaning of railcars.
COMPENSATION OF DIRECTORS
Each nonemployee director of the Company (Messrs. Hoadley,
Merriam and Pagel) receives a monthly retainer of $1,000 and a per
meeting fee of $1,000 for meetings attended in person ($250.00 for
meetings attended by telephone). Each nonemployee director of the
Company who is a member of the Executive Committee of the Board of
Directors (Messrs. Hoadley, Merriam and Pagel) receives a monthly
retainer of $1,000 and a per meeting fee of $1,000 for meetings
attended in person ($250.00 for meetings attended by telephone).
In addition, Mr. Merriam, as Chairman of the Board of Directors,
receives a monthly retainer equal to $7,500, and Mr. Pagel, as
Chairman of the Executive Committee, receives a monthly retainer
equal to $6,000.
Each nonemployee director of the Company received stock option
grants under the Directors' 1992 Non- qualified Stock Option Plan
(the "Directors' Plan"). Only nonemployee directors of the Company
are eligible to receive options under the Directors' Plan. Options
granted under the Directors' Plan are intended by the Company not
to qualify as incentive stock options under the Internal Revenue
Code of 1986.
Option grants under the Directors' Plan are nondiscretionary.
On October 28, 1992, each member of the Company's Board of
Directors who is not an employee of the Company, was granted under
the Directors' Plan, an option to purchase 20,000 shares of Common
Stock of the Company. No other options may be granted at any time
under the Directors' Plan. The exercise price of options granted
under the Directors' Plan is $2.00 per common share. The fair
market value of the Common Stock on the date of grant was $1.75 per
share. Options granted under the Directors' Plan vest pro rata
over a three-year period. Generally, vested options held by a
nonemployee director who ceases to be a director of the Company may
be exercised within six months after ceasing to be a director. The
options expire on March 31, 1998.
As of the date of this Proxy Statement, 20,000 options were
exercisable under the Directors' Plan. However, no options have
been exercised.
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the fiscal years ended
December 31, 1993, 1992 and 1991, a summary of compensation awarded
to, earned by or paid to the Company's Chief Executive Officer and
each of its four other most highly compensated executive officers
at December 31, 1993:
(This space intentionally left blank.)
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation<F1>
Name
and
Principal
Position Year Salary($) Bonus<F2>
<S> <C> <C> <C>
Robert N. Tidball 1993 $260,000 $100,000
President, Chief 1992 200,000 95,000
Executive Officer 1991 180,000 195,000
Allen V. Hirsch 1993 220,000 100,000
Executive Vice 1992 167,500 85,000
President and 1991 150,000 170,000
Director
Stephen Peary 1993 150,000 50,000
Senior Vice 1992 120,800 25,000
President and 1991 110,000 60,000
Secretary
Douglas P. Goodrich 1993 125,000 35,000
Senior Vice 1992 115,250 30,000
President 1991 112,000 75,000
Stephen M. Bess 1993 120,000 40,000
President, PLM 1992 108,000 35,000
Investment 1991 105,000 50,000
<CAPTION>
Long Term Compensation
Name Securities
and Underlying All Other
Principal Options/ Compensation
Position Year SARS (#)<F3> ($)<F4>
<S> <C> <C> <C>
Robert N. Tidball 1993 --- $113,873
President, Chief 1992 130,000 85,577
Executive Officer 1991 ---
Allen V. Hirsch 1993 --- 102,026
Executive Vice 1992 115,000 71,838
President and 1991 ---
Director
Stephen Peary 1993 --- 71,379
Senior Vice 1992 30,000 51,793
President and 1991 ---
Secretary
Douglas P. Goodrich 1993 --- 63,076
Senior Vice 1992 20,000 49,902
President 1991 ---
Stephen M. Bess 1993 --- 60,407
President, PLM 1992 20,000 47,299
Investment 1991 ---
Management, Inc.
____________________________
<FN>
<F1> Amounts shown do not include the cost to the Company of
personal benefits the value of which did not exceed 10 percent of
the aggregate salary and bonus compensation for each named
executive officer.
<F2> Bonus compensation reflects amount earned in designated year,
but paid in the immediate subsequent year.
<F3> Granted effective September 25, 1992 pursuant to the Company's
shareholder-approved 1988 Management Stock Compensation Plan.
Exercise price $2.00 per common share. Three-year vesting.
<F4> Includes the following compensation for 1993 only:
<CAPTION>
Company paid
Fair market value of premiums for
ESOP allocations term life insurance
<S> <C> <C>
Robert N. Tidball $ 113,212 $ 661
Allen V. Hirsch 101,365 661
Stephen Peary 70,718 661
Douglas P. Goodrich 62,415 661
Stephen M. Bess 59,746 661
Total fair market value
of ESOP allocations $3,436,739
Fair market value of 1992 and 1993 ESOP allocations was
determined using the most recent valuation of Preferred Stock
completed by an independent outside consultant as of 12/31/92.
</TABLE>
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
There were no exercises of options by, or grants of options
to, any named executive officer in 1993. The following table sets
forth certain information, based on market value of the Company's
Common Stock on December 31, 1993, with respect to stock options
held by each of the named executive officers as of such date:
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Number of
Securities Securities
Underlying Underlying
Unexercised Unexercised
Options at Options at
December 31, December 31,
1993 1993
Exercisable/ Exercisable/
Name Unexercisable Unexercisable<F1>
<S> <C> <C>
Robert N. Tidball 43,333/86,667 $5,417/$10,833
Allen V. Hirsch 38,333/76,667 $4,792/$9,583
Stephen Peary 10,000/20,000 $1,250/$2,500
Douglas P. Goodrich 6,666/13,334 $833/$1,667
Stephen M. Bess 6,666/13,334 $833/$1,667
____________________________________
<FN>
<F1> All options have an exercise price of $2.00. Market value of
Common Stock at December 31, 1993 close $2.125.
</TABLE>
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
The Company has entered into Employment Agreements (the
"Employment Agreements") with the Chief Executive Officer, each of
its four other most highly compensated executive officers and
others (each a "Contract Employee"). The Employment Agreements are
designed to encourage Contract Employees to remain in the employ of
the Company and to reinforce their continued attention and
dedication to their duties in the event of an unsolicited attempt
to take over control of the Company. The Employment Agreements have
terms of one, two or three years from the date on which they were
entered into (the "Original Term") and are automatically extended
one additional year on each succeeding anniversary thereof unless
earlier terminated by the Company or the employee. Each Employment
Agreement contains provisions governing salary, bonus and
participation in Company benefit plans, and provides in certain
events for payments to the Contract Employee upon termination of
his or her employment with the Company. In addition, each
Employment Agreement includes a covenant not to solicit the
Company's customers or otherwise compete against the Company for a
period of time after termination of employment.
If, after a change in control occurs, the Company terminates
a Contract Employee other than for cause or if the employee
terminates his or her employment for good reason, then the Company
is required to pay the Contract Employee the sum of (i) the
employee's annual base compensation rate then in effect multiplied
by the number of years in the Original Term (up to 2.99 years),
(ii) an amount equal to the greater of the amount paid and/or
payable to or due the Contract Employee under the Company's bonus
or incentive plans (a) for the Company's fiscal year prior to the
fiscal year of any change in control or (b) for the immediately
preceding fiscal year, multiplied by the number of years in the
Original Term (up to 2.99 years) and (iii) all other cash benefits
due the Contract Employee.
In addition, if following a change in control, the Contract
Employee terminates his or her employment for good reason
(including, without limitation, any demonstrable and material
diminution of the compensation, duties, responsibilities, authority
or powers of the Contract Employee), all options to purchase stock
of the Company granted to such Contract Employee immediately become
fully vested and any restrictions on the exercise of such options
lapse.
For purposes of the Employment Agreements, a change in control
is defined to include, among other things, (i) any Person acquiring
Beneficial Ownership (as defined in the Employment Agreements) of
36% or more of the combined voting power of the Company's
securities, (ii) any Person who did not have Beneficial Ownership
of 5% or more of the voting power of the Company's securities on
the date the Employment Agreement was entered into acquiring
Beneficial Ownership of more than 15% of such voting power or (iii)
a change in the Board of Directors of the Company due to proxy
solicitations or other actions to influence voting at a meeting of
stockholders of the Company by a Person who has Beneficial
Ownership of 5% or more of the voting power of the Company, and
which causes the Continuing Directors (as defined below) to cease
to be a majority of the Board, unless such event(s) have been
approved by a majority of the Continuing Directors.
"Continuing Directors" are (a) those who were directors on the
date the Employment Agreement was entered into, (b) those who were
appointed or recommended for election by a majority of those who
were directors on such date, or (c) those who were appointed or
recommended by a majority of those directors described in (a) and
(b) above.
The Employment Agreements are structured so that no excess
payments within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended, will be made to any Contract Employee
pursuant to the Employment Agreements. If a change in control
occurred on the date hereof and the employment of the Contract
Employees was immediately terminated without cause, based on
certain assumptions, the following would be the present value of
post-employment compensation benefits provided under the Employment
Agreements to the following named executive officers: Mr. Tidball,
$1,106,300; Mr. Hirsch, $986,700; Mr. Peary, $627,900; Mr.
Goodrich, $642,850; and Mr. Bess, $493,350.
(This space intentionally left blank.)
<PAGE>
The following table sets forth certain information regarding
annual benefits payable in specified compensation and years of
service classifications under the Company's non-qualified
supplemental retirement income plan:
PENSION BENEFITS
<TABLE>
<CAPTION>
Average Annual Credited Years of Service<F3>
Compensation Annual Payout to be Received
During Last in Each of Five Years
Five Years of Following later Termination of
Employment<F1><F2> Employment or Attainment of Age 60
5 10 15
<S> <C> <C> <C>
60,000 $ 15,000 $ 30,000 $45,000
100,000 25,000 50,000 75,000
140,000 35,000 70,000 105,000
180,000 45,000 90,000 135,000
220,000 55,000 110,000 165,000
260,000 65,000 130,000 195,000
300,000 75,000 150,000 225,000
400,000 100,000 200,000 300,000
_________________________________
<FN>
<F1> The Company's shareholder-approved non-qualified
supplemental retirement income plan provides that an executive
participating in the plan is generally entitled to receive for a
period of 60 months, commencing upon the later of attainment of age
60 or termination of employment, an amount equal to the product of
(i) 5%, (ii) number of years of employment with PLM International,
its affiliates or predecessors (up to a maximum of 15 years) and
(iii) average monthly base compensation during the most recent
consecutive months of employment (not to exceed 60) preceding
termination of employment. Obligations under the plan are being
funded by insurance policies on the lives of the participants. For
purposes of computing benefits under the plan, compensation
includes only salaries and wages and does not include directors'
fees or bonuses. Benefits payable are not subject to any deduction
for Social Security or other offset amounts. The annual base
compensation 60-month averages at 12/31/93 for the named executive
officers equalled: Mr. Tidball, $199,500; Mr. Hirsch, $167,500;
Mr. Peary, $116,917; Mr. Goodrich, $109,892; and Mr. Bess,
$105,500.
<F2> Benefits under the plan generally vest over a five-year
period. Vesting is accelerated immediately to 100% in the event of
a change in control of the Company. The Board of Directors has
discretion to accelerate the date for making payments under the
plan in the event of a change in control.
<F3> Years of credited service for named executive officers who
participate in the plan are as follows:
Years
Robert N. Tidball 8
Allen V. Hirsch 12
Stephen Peary 6
Douglas Goodrich 6
Stephen M. Bess 12
</TABLE>
<PAGE>
COMPENSATION COMMITTEE REPORT<F1>
The Compensation Committee of the Board of Directors (the
"Committee") is responsible for advising and recommending to the
Board of Directors of the Company policies governing employee
compensation and the Company's employee benefit plans, including
its 1988 Management Stock Compensation Plan, and determining the
compensation of the Company's executive officers, subject to review
by the disinterested members of the Board of Directors. The
Committee evaluates the performance of management and determines
compensation polices and levels. The disinterested members of the
Board of Directors review the Committee's recommendations regarding
the compensation of executive officers.
The Company's executive compensation programs are designed to
attract and retain executives capable of leading the Company to
meet its business objectives and to motivate them to enhance long-
term shareholder value. Compensation for the Company's executive
officers consists of both fixed (base salary) and variable
(incentive) compensation elements. Variable compensation consists
of annual cash incentives and stock option grants. These elements
are designed to operate on an integrated basis and together
comprise total compensation value.
It is the Compensation Committee's belief that none of the
Company's executive officers will be affected by the provisions of
Section 162(m) of the Internal Revenue Code which limits the
deductibility of certain executive compensation during 1994.
Therefore, the Committee has not adopted a policy as to compliance
with the requirements of Section 162(m).
Base Salary
Base salary levels of the Company's key executives are largely
determined through comparison with comparable companies in the San
Francisco Bay Area. Salary information about comparable companies
is reviewed by reference to public disclosures and published
surveys. In addition, the Committee from time to time obtains
information about comparable salary levels from outside
compensation consultants.
The companies included in the salary comparisons are generally
not the same as the companies included in the index in the stock
performance graph included in this proxy statement. The
Compensation Committee believes that the Company's most direct
competitors for executive talent in the San Francisco Bay Area are
not necessarily the same companies to which the Company would be
compared for stock performance purposes.
For fiscal 1993, base salaries of the Company's executive
officers (other than the Chief Executive Officer ("CEO")) were set
to approximate the 75th percentile of the survey data. The base
salary of the CEO was set to approximate the 50th percentile of the
survey data.
[FN]
<F1> The material in this report is not "soliciting material," is
not deemed filed with the SEC and is not to be incorporated by
reference in any filing of the Company under the Securities Act of
1993, as amended, or the Securities Exchange Act of 1934, as
amended.
<PAGE>
Annual Cash Incentives
The annual cash incentive is designed to provide a short-term
(one-year) incentive to executive officers. The cash incentive is
paid from a single bonus pool established by the Compensation
Committee at the beginning of each year based on a targeted level
of profitability. The Committee retains the right to increase or
decrease the size of the bonus pool during the year. Payment of
cash incentives is not contingent on the Company's meeting the
targeted level of profitability, which level was not met during
1993.
Incentive awards for the Company's key executives (other than
the CEO) are based on the achievement of predetermined individual
performance goals. Specific individual goals for each executive
are established at the beginning of the year by the CEO and are
tied to the functional responsibilities of each executive.
Individual goals may include objective and subjective factors, such
as improving the performance of assets managed by the executive,
successful acquisitions or sales, management of operating expenses,
development of leadership skills and personal training and
education. No specific weights are assigned to the individual
goals. In fiscal 1993, certain of the individual performance
targets were met. The Summary Compensation Table shows, under the
caption "Bonus," incentive awards for the named executive officers
for 1993.
In establishing the annual cash incentive for the CEO, the
Compensation Committee considers the performance of the Company and
the CEO, including his leadership and effectiveness in dealing with
major corporation problems and opportunities. While overall
corporate performance, in particular stock price performance, are
taken into account, the incentive award for the CEO is primarily
determined by a subjective account of his individual performance.
The Summary Compensation Table shows, under the caption "Bonus,"
the incentive award for the CEO in 1993.
Stock Options
Stock options are designed to provide long-term (ten-year)
incentives and rewards tied to the price of the Company's common
stock. Given the fluctuations of the stock market, stock price
performance and financial performance are not always consistent.
The Committee believes that stock options, which provide value to
participants only when the Company's shareholders benefit from
stock price appreciation, are an important component of the
Company's annual executive compensation program. The Committee has
not established any target level of ownership of Company Common
Stock by the Company's officers. However, accumulation and
retention of shares of Company stock by officers is encouraged.
During 1993, no awards of stock options were made to the named
executive officers, including the CEO.
J. ALEC MERRIAM ROBERT L. PAGEL
The Members of the Compensation Committee
(This space intentionally left blank.)
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
The following performance graph compares the performance of
the Company's common stock to the S&P 500 Index and the Russell
2000 Index, an index of small market capitalization companies. The
graph assumes that the value of the investment in the Company's
common stock and each index was $100 on December 31, 1988; and that
all dividends were reinvested. All year references are to December
31 of the applicable year.
The graph shows the following value:
PLM S & P 500 Russell 2000
1989 115 132 116
1990 75 128 94
1991 51 166 137
1992 31 179 162
1993 36 197 193
The Company is an equipment leasing company specializing in
the management of equipment on operating leases domestically and
internationally. Its portfolio of owned and managed equipment
primarily consists of diversified transportation equipment and
includes marine vessels, aircraft, trailers/tractors,
railcars/locomotives, marine containers, mobile offshore drilling
units and storage vaults. No issuers are leasing similar
portfolios of diversified transportation equipment on operating
leases. Therefore, the Company believes it cannot reasonable
identify a peer group and has used an index composed of companies
with similar market capitalizations.
<PAGE>
EMPLOYEE STOCK OWNERSHIP PLAN
The Board of Directors of PLM International established the
ESOP on August 21, 1989, effective as of August 17, 1989 (the
"Effective Date"). The ESOP is designed to provide benefits to
eligible employees of PLM International and its participating
subsidiaries through investment in the Preferred Stock. PLM
International receives tax deductions for dividends paid on the
shares of Preferred Stock held by the ESOP and for PLM
International's contributions to the ESOP. Generally, all
employees of PLM International and its participating subsidiaries
who are United States citizens and who either participated in PLM
International's profit sharing plan immediately prior to the
Effective Date or have satisfied certain age and service
requirements are entitled to participate in the ESOP as of the
Effective Date.
Contributions made to the ESOP by PLM International are held
by the ESOP's trustee, State Street Bank and Trust Company (the
"Trustee"), in trust for the benefit of ESOP participants. Such
contributions are principally used to repay debt incurred in the
purchase of the Preferred Stock.
The ESOP is qualified as an employee stock ownership plan
within the meaning of the Internal Revenue Code of 1986 (the
"Code"). Section 415 of the Code limits PLM International's
maximum annual contributions to the ESOP to approximately
$2,098,155 (based on current compensation levels).
On August 21, 1989, the Trustee purchased 4,923,077 newly-
issued shares of the Preferred Stock on behalf of the ESOP for an
aggregate purchase price of $64,000,001 ($13.00 per share). The
Trustee obtained the funds to purchase the Preferred Stock from (i)
an initial contribution of $345,007 made by PLM International to
the ESOP (the "Initial Contribution") and (ii) a loan in the amount
of $63,654,994 made by PLM International to the ESOP (the "ESOP
Loan"). PLM International originally obtained the funds necessary
to make the ESOP Loan through a borrowing from a commercial bank
(the "Bank") as described below (the "Bank Loan").
Shares of Preferred Stock acquired by the ESOP with the
proceeds of the ESOP Loan were placed in a suspense account and are
released from such suspense account at the end of each ESOP plan
year based on the ratio that payments of principal and interest on
the ESOP Loan during such plan year bear to the total principal and
estimated interest payments scheduled to be made under the ESOP
Loan. Shares of Preferred Stock released from the suspense account
for each plan year are allocated among ESOP participants in
accordance with the ratio that their respective base salary for
such plan year bears to the aggregate base salary of all
participants for such plan year. At December 31, 1993, 1,312,487
shares of Preferred Stock were allocated to ESOP participants.
A participant is fully vested in the shares of Preferred Stock
or other assets allocated to his account if the participant reaches
the age of 62 while employed by PLM International or if the
participant's employment is terminated due to death or disability.
If a participant's employment terminates for reasons other than
those described in the preceding sentence, the participant will
have a vested interest in his or her account determined in
accordance with the ESOP's vesting schedule. Such schedule
provides that a participant's account balance will be 10% vested
after the completion of two years of service, 20% vested after the
completion of three years of service, 40% vested after the
completion of four years of service, 60% vested after the
completion of five years of service, 80% vested after the
completion of six years of service and 100% vested after the
completion of seven years of service. For purposes of the ESOP,
"service" includes service with PLM International, its predecessors
and certain affiliates prior to the Effective Date.
Distributions to participants of vested account balances are
generally made in shares of Preferred Stock, which, upon
distribution, automatically convert into shares of Common Stock.
Such distributions generally will commence within 60 days after the
end of the plan year in which the participant retires or terminates
his or her employment by reason of death or disability. If the
participant terminates his or her employment for other reasons, the
distribution of his or her vested benefits generally will commence
within 60 days after the end of the third plan year following the
plan year in which such termination of employment occurs. In any
such case, the non-vested portion, if any, of the participant's
account balance will be forfeited and allocated to the accounts of
other participants. In the event that the vested account balance
of a terminated participant who has not reached age 62 exceeds
$3,500, the distribution rules described above (except to the
extent applicable to distributions upon a participant's death) are
only applicable if the participant so elects. Absent such an
election, the distribution will commence within 60 days after the
end of the plan year in which the participant reaches age 62.
When certain diversification requirements contained in the
Code become operative, certain employees who have attained age 55
and completed 10 years of participation in the ESOP may elect to
receive partial distributions while still employed by PLM
International or a participating subsidiary.
The ESOP provides that the Trustee shall vote vested and
nonvested shares of Preferred Stock allocated to a participant's
account as directed by such participant. The Trustee will exercise
its independent discretion in determining whether to vote any
unallocated shares, plus any allocated shares as to which it has
not received directions, in the same proportions as the allocated
directed shares. The Trustee is required to keep confidential all
participant directions as to voting.
In the event PLM International is the subject of a tender
offer, the Trustee is required to seek confidential written
instructions from each participant as to whether the shares of
Preferred Stock allocated to such participant's account, whether
vested or not, should be tendered. Any unallocated shares will be
tendered or not tendered by the Trustee in the same proportion as
allocated shares are tendered or not tendered. Any participant who
does not instruct the Trustee as to whether or not to tender the
shares allocated to his or her account will, under the terms of the
ESOP, be deemed to have instructed the Trustee not to tender such
shares.
The Preferred Stock purchased by the Trustee has a stated
value of $13.00 and has a fixed dividend rate of $1.43 per annum.
Dividend payments, if and when declared by the Board of Directors
of PLM International, are payable semiannually on February 21 and
August 21 of each year. Each holder of a share of Preferred Stock
is presently entitled to one vote per share of Preferred Stock
(subject to certain antidilution adjustments) voting together with
the Common Stock on all matters presented to the shareholders of
PLM International. In addition, the affirmative vote of at least
two-thirds of the holders of the Preferred Stock, voting separately
as a class, is required to authorize any class of preferred stock
(or to increase the number of shares of such class of preferred
stock) ranking senior to the Preferred Stock and to authorize any
amendment to PLM International's Certificate of Incorporation
(including amendments in connection with a merger) which would
adversely affect the rights, privileges, powers or preferences of
the Preferred Stock.
The Preferred Stock is redeemable by PLM International at any
time after August 21, 1992 at a premium to the stated value which
premium decreases according to the schedule set forth in the
Certificate of Designations for such Preferred Stock. In addition,
the Preferred Stock is redeemable by PLM International if (a) a
change in current federal income tax law occurs which (i) precludes
PLM International from deducting dividends paid on the Preferred
Stock held by the ESOP under Section 404(k) of the Code or (ii)
prevents the bank loan (the "Bank Loan") (or any loan used to
refinance the Bank Loan) from qualifying for the 50% interest
exclusion under Section 133 of the Code, or (b) the ESOP is
determined not to be a "qualified plan" by the Internal Revenue
Service.
Shares of Preferred Stock shall be issued only to the Trustee
and may be held only by the Trustee (or any successor trustee). In
the event of any transfer of any shares of Preferred Stock to any
person other than the then acting Trustee, and (as described above)
in the event of any distribution thereof to any ESOP participant,
such transferred shares of Preferred Stock shall be automatically
converted into Common Stock.
Financing for the transaction was provided to the ESOP by PLM
International in the form of a cash contribution of $345,007 and a
loan of $63,654,994. PLM International obtained the funds to loan
to the ESOP through a borrowing of $63,654,994 from a bank. There
is presently $50,280,000 outstanding on the Bank Loan.
PLM International has the right to prepay the Bank Loan at any
time without a penalty and is required to repay the Bank Loan upon
the termination or suspension of the ESOP.
On December 16, 1991, the Bank Loan agreement (the "Loan
Agreement") was amended to provide participation in the Bank Loan
by three banks (the "Banks"). PLM International has deposited an
amount equal to the balance outstanding as cash collateral for the
loan. Upon refinancing of the Bank Loan, PLM International intends
to use the present existing cash collateral for general corporate
purposes.
The Loan Agreement has certain cross default provisions with
the Company's other indebtedness. The Loan Agreement also provides
that if, during the term of the Bank Loan, there should occur any
changes in the facts or law as a result of which less than 50% of
the interest payable to the Banks is excludable from the Banks'
gross income for federal income taxation purposes, PLM
International shall pay to the Banks an additional amount such that
the net loan yield to the Banks after such changes in facts or law
would be the same as the net loan yield to the Bank before such
changes in facts or law. The Banks can require PLM International
or its designated subsidiary to repurchase the promissory notes
evidencing the Bank Loan in August 1995.
The Bank Loan is a 15-year term loan and is repayable in 15
annual increasing principal payments due on August 21 of each year.
The ESOP Loan has the same tenor and term structure as the Bank
Loan.
PLM International will make contributions to the ESOP which,
together with dividends paid on the Preferred Stock, will be
sufficient for the ESOP to service the ESOP Loan.
Certain administrative tasks relating to the ESOP are handled
by a committee comprised of directors, officers and employees of
PLM International. PLM International may amend or terminate the
ESOP at any time.
INDEPENDENT AUDITORS
Representatives of KPMG Peat Marwick, the Company's
independent auditors, are expected to be present at the Annual
Meeting. They will be afforded an opportunity to make a statement,
if they so desire, and are expected to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Proposals from stockholders for the 1995 Annual Meeting must
be received by the Company no later than December 23, 1994, to be
included in the Company's Proxy Statement and form of proxy
relating to the 1995 Annual Meeting. Such proposals should be
directed to the attention of the Secretary, PLM International,
Inc., One Market, Steuart Street Tower, Suite 900, San Francisco,
California 94105.
OTHER BUSINESS
The Board of Directors of the Company does not intend to
present any other items of business at the Annual Meeting. The
Board of Directors knows of no other items that are likely to be
brought before the meeting except those set forth in the foregoing
Notice of Annual Meeting of Stockholders.
By Order of the Board of Directors
STEPHEN PEARY
Vice President, Secretary
and General Counsel
San Francisco, California
April 26, 1994
PLM International will provide without charge to each person
furnished a copy of this Proxy Statement a copy of its Annual
Report on Form 10-K, as filed with the Securities and Exchange
Commission, upon receipt of a written request therefor sent to the
Secretary of PLM International, Inc., One Market, Steuart Street
Tower, Suite 900, San Francisco, California 94105.
