As filed with the Securities and Exchange Commission on August
22, 1994
Registration No. 33 -
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________________________________________
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3041257
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
One Market Stephen Peary
Steuart Street Tower Senior Vice President,
Suite 900 Secretary and
San Francisco, California General Counsel
94105-1301 One Market
(415) 974-1399 Steuart Street Tower
(Address, including zip code, and Suite 900
telephone number, including area code, San Francisco, CA
of Registrant's principal executive 94105-1301
offices) (415) 974-1399
(Name, Address, including
zip code and telephone
number, including area
code of agent for
service)
_______________________________________________________________
copies to:
Morgan P. Guenther, Esq.
Farella, Braun & Martel
235 Montgomery Street, Suite 3000
San Francisco, California 94104
(415) 954-4431
_______________________________________________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE
SECURITIES TO THE PUBLIC: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. (BOX IS CHECKED WITH AN "X")
If the registrant elects to deliver its latest annual report
to security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box.
(BOX IS LEFT BLANK)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate
of Securities to be Offering Price Offering
to be Registered Registered Per Share<F1> Price<F1>
<S> <C> <C> <C>
Common Stock,
$.01 par value
per share ..... 410,000 $3.06 $1,254,600
<CAPTION>
Amount of Registration Fee
<S> <C>
Common Stock,
$.01 par value
per share ..... $432.62
<F1> Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457 (c), based upon the average
of the high and low prices on August 18, 1994, as reported on the
American Stock Exchange.
</TABLE>
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
This document consists of ___ pages.
Exhibit Index on sequentially numbered page ___.
<PAGE>
PLM INTERNATIONAL, INC.
CROSS-REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS
OF INFORMATION REQUIRED BY FORM S-2
Item Number and Heading in Form S-2 Caption in
Prospectus
1. Forepart of the Registration
Statement and Outside Front Cover Page
of Prospectus.......................... Facing Page;
Outside Front
Cover Page of
Prospectus;
Cross-Reference
Sheet.
2. Inside Front and Outside Back Cover
Pages of Prospectus..................... Available
Information;
Incorporation
of Certain
Information by
Reference;
Table of
Contents
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Changes The Company;
Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Inapplicable
6. Dilution Inapplicable
7. Selling Security Holders Inapplicable
8. Plan of Distribution Plan of
Distribution
9. Description of Securities
to be Registered Description of
Common Stock
10. Interest of Named Experts
and Counsel Legal Matters;
Experts
11. Information with Respect
to the Registrant The Company;
Incorporation
of Certain
Information by
Reference
12. Incorporation of Certain
Information by Reference Incorporation
of Certain
Information
13. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities Inapplicable
<PAGE>
SUBJECT TO COMPLETION, DATED August 22, 1994
PROSPECTUS
410,000 Shares
PLM INTERNATIONAL, INC.
Common Stock
($.01 Par Value)
This Prospectus relates to an aggregate of 410,000 shares of
the common stock, $.01 par value per share (the "Common Stock"),
of PLM International, Inc., a Delaware corporation (the
"Company"), to be distributed only to those participants in the
Company's Employee Stock Ownership Plan (the "Plan") who are no
longer employees of the Company ("Former Employees"). The
Company will not receive any proceeds from the distribution of
the Common Stock hereunder.
The Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol PLM. On August 18, 1994, the closing
price of the Common Stock as reported by the AMEX was $3.06 per
share.
In accordance with the Plan, shares of Common Stock offered
hereby are proposed to be distributed to Former Employees (or, in
some cases, transferred to qualified rollover accounts maintained
by Former Employees) (i) as soon as practicable, as to each
Former Employee holding a vested account balance with a value (as
defined in the Plan) equal to or less than $3,500, (ii) as soon
as practicable, as to any Former Employee holding a vested
account balance in excess of $3,500 who elects to receive such a
distribution, or (iii) if sooner, upon termination of the Plan.
See "Termination of Employee Stock Ownership Plan" and "Plan of
Distribution."
____________________
See "Risk Factors" herein for a discussion of certain
factors that should be considered in connection with this
offering.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________
The date of this Prospectus is August ____, 1994.
<PAGE>
No dealer, salesperson or any other person has been
authorized to give any information or make any representations
not contained in this Prospectus in connection with the offer
contained herein, and, if given or made, such information or
representations must not be relied upon as having been authorized
by the Company, the Selling Stockholders or any Underwriter.
Neither the delivery of the Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof or since the dates as of which information is set
forth herein. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any securities other
than the Common Stock to which it relates or an offer in any
jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
TABLE OF CONTENTS
Page
Available Information 5
Incorporation of Certain Information by Reference 5
The Company 7
Termination of Employee Stock Ownership Plan 8
Risk Factors 12
Description of Common Stock 16
Use of Proceeds 18
Price Range of Common Stock 18
Plan of Distribution 19
Legal Matters 19
Experts 19
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, and at the following Regional Offices of the Commission:
Midwest Regional Office, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and New York Regional Office, Seven
World Trade Center, 13th Floor, New York, New York 10048; and the
offices of the American Stock Exchange, Inc., 86 Trinity Place,
New York, New York 10006 on which exchange the Common Stock is
listed. In addition, copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of prescribed
rates.
This Prospectus constitutes part of a Registration Statement
on Form S-2 (the "Registration Statement") filed by the Company
with the Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered
hereby. In accordance with the rules and regulations of the
Commission, this Prospectus omits certain of the information
contained in the Registration Statement. Reference is hereby
made to the Registration Statement and related exhibits for
further information with respect to the Company and the Common
Stock. Statements contained herein concerning the provisions of
any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by
such reference.
This Prospectus is accompanied by a copy of the Company's
annual report on Form 10-K for the year ended December 31, 1993,
its quarterly report on Form 10-Q for the quarter ended June 30,
1994, and its Notice and Proxy Statement for the Company's Annual
Meeting of Stockholders held on May 26, 1994.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission pursuant to the Exchange Act are hereby incorporated
by reference in this Prospectus, except as superseded or modified
herein:
(i) Annual Report on Form 10-K for the year ended
December 31, 1993;
(ii) Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30,
1994; and
(iii) Current Report on Form 8-K dated June 17,
1994.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and prior to the termination of the offering of
the Common Stock offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of the filing of such documents. Any
statement contained in a document incorporated by reference shall
be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed incorporated document or in an
accompanying supplement to this Prospectus modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus. Upon written or oral
request of any person to whom a Prospectus is delivered, the
Company will provide, without charge, a copy of any or all of the
documents which have been incorporated by reference in this
Prospectus (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the
information this Prospectus incorporates). Requests for such
documents should be directed to Secretary, PLM International,
Inc., One Market, Steuart Street Tower, Suite 900, San Francisco,
CA 94015-1301, telephone: (415) 974-1399.
<PAGE>
THE COMPANY
GENERAL
PLM International, Inc. (the "Company") is a transportation
equipment leasing company specializing in the management of
equipment on operating leases domestically and internationally.
The Company also sponsors syndicated investment programs
organized to invest primarily in transportation equipment. The
Company operates and manages approximately $1.4 billion of
transportation equipment and related assets for its account and
various investment partnerships and third party accounts.
The Company was incorporated under the laws of Delaware in
May 1987. The executive offices of the Company are located at
One Market, Steuart Street Tower, Suite 900, San Francisco,
California 94105 and its telephone number is (415) 974-1399.
RECENT DEVELOPMENTS
Senior Debt Refinancing
On June 30, 1994, the Company completed the refinancing of
its $31,500,000 aggregate principal amount of senior secured debt
with a new credit facility (the "Credit Facility") in the
principal amount of $45,000,000. $35,000,000 of the Credit
Facility bears interest at the fixed rate of 9.78% per annum.
$10,000,000 of the Credit Facility bears interest at a floating
rate equal to three-month LIBOR plus 2.75%. Interest is payable
quarterly in arrears. Quarterly principal installments commence
June 30, 1997. The Credit Facility matures on June 30, 2001 and
is secured by substantially all of the Company's transportation
equipment and related leases. The loan agreement for the Credit
Facility contains a minimum collateral coverage ratio covenant
(200%); a maximum note balance to net worth ratio covenant
(100%); a minimum consolidated net worth covenant ($40,000,000);
a minimum interest coverage ratio covenant (225%) and a maximum
funded debt ratio covenant (65%).
Purchase of Outstanding Stock and Subordinated Debt
Transcisco Industries, Inc. ("Transcisco") is the record
holder of 3,367,367 shares of the Company's Common Stock (the
"TNI Shares"), equal to approximately 31.5% of outstanding Common
Stock. In July 1991, Transcisco filed a petition for
reorganization in the United States Bankruptcy Court for the
Northern District of California (the "Bankruptcy Court"). In
October 1993, the Bankruptcy Court issued an order confirming a
Joint Plan of Reorganization of Transcisco (the "Plan"). The
Plan provides, among other things, for the cancellation of
certain indebtedness owing to the Transcisco Official
Bondholders' Committee (the "OBC") by Transcisco in exchange for
the TNI Shares.
Subsequent to adoption of the Plan, the Company and the OBC
held discussions regarding purchase or placement of the TNI
Shares to be acquired by the OBC pursuant to the Plan, and to
this end, the Company has entered into three stock purchase
agreements with purchasers not affiliated with the Company (the
"Purchasers") pursuant to which, among other things, the
Purchasers would acquire 2,445,000 of the TNI Shares for a cash
purchase price of $3.25 per share. It is contemplated that,
concurrent with the acquisition of these shares by the
Purchasers, the remaining 922,367 TNI Shares would be acquired by
the Company for cash at the same $3.25 price per share. In
addition, it is contemplated that the Company would repay,
concurrent with the purchase of the TNI Shares, the $5,000,000
outstanding principal amount of subordinated debt issued by the
Company and held for the benefit of the OBC and Transcisco
pursuant to the Plan. Consummation of the foregoing transactions
are subject to, among other things, the negotiation and execution
of a definitive purchase agreement with Transcisco and the OBC
and Bankruptcy Court approval of the transfers. There can be no
assurance that such transactions will actually take place.
Impact of New ESOP Accounting Pronouncement
On November 22, 1993 the American Institute of Certified
Public Accountants issued Statement of Position 93-6 "Employers'
Accounting for Employee Stock Ownership Plans" (SOP 93-6) which
changes the way companies report transactions with leveraged
employee stock ownership plans ("ESOPs") for financial statement
purposes, including the following: (i) compensation expense is to
be recognized based on the fair value of shares committed to be
released to employees; (ii) interest received on loans to ESOPs
is not recorded as income; and (iii) only dividends on allocated
shares are reflected as a reduction to income to common
shareholders. The Company is not required to adopt SOP 93-6
because the shares held by its ESOP were purchased prior to
December 31, 1992; however, management is considering voluntary
adoption of SOP 93-6. If the Company elects to adopt SOP 93-6, a
non-cash charge to earnings for the impact of the change in
accounting principle will be recorded as of the beginning of the
year of adoption and all previously issued financial statements
for that year will be restated. See "Termination of Employee
Stock Ownership Plan".
TERMINATION OF EMPLOYEE STOCK OWNERSHIP PLAN
GENERAL
The Company's Board of Directors has announced its intention
to terminate the Company's Employee Stock Ownership Plan (the
"Plan"). The termination is contingent on, among other things,
the receipt of a favorable IRS determination letter as to the
qualified status of the Plan as of the date of termination under
the rules and regulations of the Internal Revenue Code (the
"Code"). At June 30, 1994, the assets of the Plan consisted of
4,901,474 shares of Series A Preferred Stock (the "Preferred
Stock"). Upon distribution from the Plan on termination, each
share of Preferred Stock held by the Plan which has been
allocated to Plan participants will automatically convert to one
share of Common Stock. In addition, it is presently expected
that an amendment to the Company's Certificate of Designation of
Series A Preferred Stock (the "Certificate of Designations") will
be submitted to the PLM shareholders for approval prior to
termination of the Plan. Under the proposed amendment, the
allocated shares of Preferred Stock would also automatically
convert to common shares in the event those shares are
transferred to the trustee of the Company's profit sharing plan.
Termination of the Plan will result in the distribution to
each Plan participant (or, transfer to the participant's account
in the Company's profit sharing plan) of shares of PLM Common
Stock, and the Preferred Stock which has been allocated to such
participant's account as of the date of termination will be
cancelled. Assuming termination on or about December 31, 1994,
it is estimated that approximately 2,000,000 common shares
(including shares covered by the Registration Statement of which
this Prospectus is a part) will be distributed to (or to the
accounts of) a total of approximately 315 Plan participants,
including up to 410,000 shares distributed on or before
termination of the Plan to participants who are no longer
employees of the Company ("Former Employees"), which shares are
covered by the Registration Statement of which this Prospectus is
a part. See "Plan of Distribution". All such shares would be
freely tradeable and listed on the AMEX.
Shares of Preferred Stock held by the Plan which have not
been allocated to participants' accounts at the date of
termination (i.e. approximately 2,900,000 shares assuming
termination on or about December 31, 1994) will cease to be
outstanding upon termination, and concurrent with the
termination, all indebtedness of the Plan then owing to the
Company will either be repaid or rendered uncollectible. In
addition, the corresponding bank indebtedness of the Company
related to the Plan will be repaid using restricted cash
collateral. As of June 30, 1994, the principal amount of this
indebtedness was $50,280,000 and it was fully secured by
restricted cash collateral. Depending on prevailing interest
rates at the time of termination, gain or loss may be recognized
on the liquidation of the collateral to be used to repay this
indebtedness.
Termination of the Plan and the related Plan loan will
eliminate payment by the Company of the annual dividend on the
Preferred Stock now held by the Plan. For the year ended
December 31, 1993, the aggregate pretax amount of this dividend
was $7,030,000. Termination of the Plan will also result in a
10% excise tax imposed by the Code on the "amount realized" by
the Plan from the disposition of the unallocated shares held by
the Plan on the date of termination. Although the amount of this
one-time tax is not presently known, based on the Company's
assessment of the valuation of the unallocated shares, the tax is
currently estimated at $1,100,000. This excise tax is payable
seven months after the close of the calendar year of termination
and will be charged to earnings in the year of termination. The
Company also anticipates that approximately $2,700,000 of
previously paid, unamortized Plan loan fees and other costs will
be charged to earnings in the year of termination, which together
with the currently estimated amount of the 10% excise tax and
income tax benefits, will result in a reduction in shareholders'
equity of approximately $2,800,000.
Further, as a result of the Plan termination, the cost
recorded for previously allocated Plan shares will be adjusted as
required by current accounting principles. The impact of this
possible change in accounting for allocated shares will be
reflected as a reduction to income to common shareholders of
approximately $5,200,000 and will result in a corresponding
increase to additional paid in capital. The Company's total
stockholders' equity will not be impacted by this accounting
charge for the allocated shares.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
THE FOLLOWING FEDERAL INCOME TAX DISCUSSION IS FOR GENERAL
INFORMATION ONLY. THE DISCUSSION DOES NOT ADDRESS ALL ASPECTS OF
FEDERAL TAXATION THAT MAY BE RELEVANT TO PARTICULAR PLAN
PARTICIPANTS SUBJECT TO SPECIAL TREATMENT UNDER THE FEDERAL
INCOME TAX LAWS (FOR EXAMPLE, NON-U.S. PERSONS); AND IT DOES NOT
ADDRESS ANY TAX CONSEQUENCES ARISING OUT OF THE LAWS OF ANY
STATE, LOCALITY OR FOREIGN JURISDICTION. THE APPROPRIATE COURSE
FOR ANY INDIVIDUAL PARTICIPANT TO FOLLOW WILL DEPEND ON THE
PARTICIPANT'S INDIVIDUAL FINANCIAL SITUATION. ACCORDINGLY, PLAN
PARTICIPANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
THE TAX CONSEQUENCES TO THEM OF RECEIPT OR ROLLOVER OF A
DISTRIBUTION.
The direct receipt by a Plan participant of shares of Common
Stock in a distribution from the Plan, as described in the "Plan
of Distribution", generally will be taxable to the participant in
the taxable year in which the distribution is made. Where the
fair market value of the shares is less that the Plan's basis in
these shares, as is anticipated with respect to any shares to be
distributed to Former Employees from the Plan under the Plan of
Distribution, the participant will be subject to federal income
tax at ordinary income rates on the fair market value of the
shares of Common Stock distributed. If a participant receives a
direct distribution prior to age 59 and 1/2, an additional 10%
tax may be imposed. No federal income tax withholding will be
required because the distribution will consist only of shares of
Common Stock of the employer and limited cash reflecting
fractional shares. However, because the distribution will be
taxable, a participant may be subject to tax penalties under the
estimated tax payment rules if payments of estimated tax and
withholding, if any, are not adequate. Former Employees who were
born prior to 1936 and have been participants in the Plan for at
least 5 taxable years prior to the distribution may be entitled
to five- or ten-year averaging with respect to the distribution,
if they have received no other distributions after separation
from service or attainment of age 59 and 1/2 in a prior taxable
year. Similar rules on the taxation of distributions apply to
distributions received by a beneficiary of a participant, except
that no 10% premature distribution penalty will be imposed, no
minimum participation is required for income averaging, and
different withholding rules may apply.
To defer taxation on a direct distribution, the participant
generally may rollover all or a portion of the shares received in
a distribution from the Plan, or the proceeds from their sale, to
an IRA or a tax-qualified plan within 60 days of the
participant's receipt of the distribution. Any amounts rolled
over, and any income earned thereon, would not be subject to the
federal income taxation until subsequently distributed from the
recipient qualified plan or IRA.
The direct rollover of the participant's Plan account
balance to an IRA or a tax-qualified defined contribution plan
(i.e., a plan other than a plan sponsored by the Company), as
described in "Plan of Distribution", generally will not be
subject to federal income tax, including withholding, in the year
the transfer or direct rollover is made. A distribution so
transferred or directly rolled, and any income earned thereon,
generally will not be taxed until it is ultimately distributed to
the participant from the recipient plan or IRA. A rollover or
direct rollover of a distribution may foreclose later use of
income averaging upon distribution from a recipient plan. (A
rollover or direct rollover may be made by a spousal beneficiary
only to an IRA; a non-spouse beneficiary may not roll over a
distribution.)
<PAGE>
RISK FACTORS
Prior to making an investment decision, prospective
investors should consider carefully, together with the other
information contained or incorporated into this Prospectus, the
following:
UNCERTAINTY OF FUTURE PROFITABILITY
The Company's net income (loss) to common shares for each of
the three years ended December 31, 1991, 1992 and 1993 was
$3,063,000, ($25,271,000) and $1,432,000, respectively. For the
six months ended June 30, 1994, the Company's net loss to common
shares was ($853,000). There can be no assurance that net losses
will not occur in the future.
Termination of the ESOP will result in significant charges
to earnings for the year of termination. See "Termination of
Employee Stock Ownership Plan". There can be no assurance that
the charges to earnings and taxes payable as a result of
termination will not be higher than currently anticipated.
COMPETITION
The transportation equipment leasing industry is highly
competitive. The Company competes with numerous domestic and
foreign leasing companies, some of which are much larger than the
Company, or are divisions of much larger companies, and have
greater financial resources than the Company. In addition, if
the available supply of transportation equipment were to increase
significantly as a result of, among other factors, new companies
entering the business of leasing and selling such equipment, the
Company's competitive position could be adversely affected.
RISKS OF EQUIPMENT LEASING BUSINESS
Equipment leasing is subject to various business risks
including the availability of suitable equipment, regulatory
requirements, lessee defaults and factors which influence the
ability to sell or re-lease equipment, such as the condition of
the equipment, changes in usage or economics of equipment in
particular industries and the cost of comparable new equipment.
In addition, the demand for leased equipment depends on domestic
and international economic conditions and import-export volumes.
Suppliers of leased equipment, such as the Company, are dependent
upon decisions by shipping lines and other transportation
companies to lease rather than buy their equipment. When the
volume of world trade decreases, the Company's business of
leasing equipment may be adversely affected as the demand for
such equipment is reduced. The volume of world trade, and
consequently the Company's business, is subject to general
economic conditions, such as rates of inflation, fluctuations in
general business conditions, governmental regulation and the
availability of financing at favorable rates. Most of these
factors are outside the control of the Company. A substantial
decline in world trade may also adversely affect the Company's
customers, leading to possible defaults and the return of
equipment prior to the end of a lease term.
RISKS OF SYNDICATION BUSINESS
The success of the Company's syndication business depends
upon a number of factors which are not within the control of the
Company, including dependence on independent broker-dealers to
market investment programs, changes in tax laws associated with
publicly syndicated partnerships and comprehensive regulation
associated with the sale of securities. In 1993, the Company's
syndication sales declined 17% from 1992 levels, while industry-
wide equipment leasing syndication sales declined 30%. There can
be no assurance that such declines will not continue in the
future.
VOLATILITY OF RESIDUAL VALUE OF EQUIPMENT
Although the Company's operating results primarily depend
upon equipment leasing and syndication fees, the Company's
profitability is also affected by the residual values (either for
sale or continued operation) of its equipment upon expiration of
its leases. These values, which can vary substantially, depend
upon, among other factors, the maintenance standards observed by
lessees, the need for refurbishment, the ability of the Company
to remarket equipment, the cost of comparable new equipment, the
availability of used equipment, rates of inflation, market
conditions, the costs of materials and labor, regulatory
requirements and the obsolescence of the equipment. Most of
these factors are outside the control of the Company. In 1992
and 1993, the Company reduced the carrying value of certain
equipment by $36.2 million and $2.2 million, respectively.
NO DIVIDENDS ON COMMON STOCK
The Company has not paid a common stock dividend since 1991,
and the Company does not intend to pay cash dividends on its
Common Stock in the foreseeable future. The payment of dividends
on the Company's Common Stock is restricted by the terms of the
Company's credit agreements with its lenders.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Certificate of
Incorporation and Bylaws, as well as the Company's Shareholder
Rights Plan and employment contracts, could have anti-takeover
effects on the Company. See "Description of Common Stock."
Additionally, the Company is subject to the provisions of Section
203 of the Delaware General Corporation Law which places
restrictions on business combinations with persons deemed
"interested stockholders." These provisions could have the
effect of deterring hostile takeovers or delaying or preventing
changes in control or management of the Company.
SHARES ELIGIBLE FOR FUTURE SALE
Sales of a substantial number of shares of Common Stock in
the public market could adversely affect the market price for the
Common Stock. In addition to the shares of Common Stock offered
hereby, upon termination of the ESOP, it is expected that
approximately 1,600,000 additional shares of Common Stock will
become eligible for sale in the public market. At June 30, 1994,
the Company had 537,301 stock options outstanding of which
169,083 were currently exercisable.
POSSIBLE VOLATILITY OF STOCK PRICE
The market price of the Common Stock could be subject to
significant fluctuations in response to variations in operating
results and other factors. In addition, the stock market in
recent years has experienced extreme price and volume
fluctuations that often have been unrelated or disproportionate
to the operating performance of companies. These broad
fluctuations may adversely affect the market price of the Common
Stock. See "Price Range of Common Stock."
DEPENDENCE ON CERTAIN EMPLOYEES
Each of the Company's executive officers has responsibility
for an important segment of the Company's operations. The loss
of any of such person's services could have a material adverse
effect on the Company's business, financial condition and results
of operations.
RESTRICTIONS IMPOSED BY DEBT INSTRUMENTS
The Company's debt facilities prohibit a merger or
consolidation of the Company and the sale of substantially all of
its assets without the prior approval of its lenders. The
Company is also restricted by its debt facilities in its ability
to declare and pay dividends; redeem, repurchase or retire its
capital stock; make other distributions in respect of its capital
stock and make investments in certain subsidiaries and joint
ventures. The Company's debt facilities contain other
restrictions on operations other than described herein (see
"Recent Developments -- Senior Debt Refinancing") which the
Company believes will not materially impact its ability to do
business in the ordinary course.
<PAGE>
DESCRIPTION OF COMMON STOCK
The following description summarizes certain provisions of
the Company's Certificate of Incorporation (the "Certificate")
and Bylaws and of the Shareholder Rights Plan dated as of March
12, 1989 (the "Plan") between the Company and First Interstate
Bank of California, as Rights Agent. Such descriptions do not
purport to be complete and are qualified in their entirety by
reference to such Certificate, Bylaws and Plan, copies of which
are included or incorporated by reference as exhibits to the
Registration Statement of which this Prospectus constitutes a
part.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, par value $.01 per share, and
10,000,000 shares of Preferred Stock, par value $.01 per share.
At June 30, 1994, there were issued and outstanding 10,683,017
shares of Common Stock and 4,901,474 shares of Preferred Stock.
The Transfer Agent and Registrar for the Common Stock is First
Interstate Bank, P. O. Box 7558, San Francisco, California 94120-
7558.
Subject to the rights and preferences of any series of
preferred stock which may be designated and issued, the holders
of the Company's Common Stock are entitled to dividends when and
if declared by the Board of Directors, and upon liquidation to
share pro rata in any and all assets remaining after the payment
of corporate liabilities. The Company's Common Stock has no
preemptive or other subscription rights, and outstanding shares
of such stock are fully paid and nonassessable. There are no
conversion rights or redemption or sinking fund provisions with
respect to the Common Stock.
Each share of Common Stock has one vote on all matters
submitted to stockholders. Holders of Common Stock do not have
cumulative voting rights in the election of directors.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
Several provisions of the Company's Certificate and Bylaws
may have the effect of deterring a takeover of the Company.
These provisions include (i) the requirement that 80% of the
outstanding shares of voting stock approve certain mergers, sales
of assets or other business combinations with stockholders
holding 10% or more of the outstanding shares, unless the
transaction is recommended by a majority of the disinterested
directors, (ii) a prohibition on stockholder action by written
consent without a meeting and on the calling by stockholders of
special meetings of stockholders, (iii) a requirement that
directors of the Company may be removed by the stockholders only
for "cause" and then only by a vote of 80% of the outstanding
shares, (iv) the establishment of a 80% vote to amend certain
provisions of the Certificate and the Bylaws, (v) the
classification of the company's Board of Directors into three
classes serving staggered three-year terms, and (vi) a
requirement of advance notification of stockholders' nomination
for directors and other proposals.
SHAREHOLDER RIGHTS PLAN
On March 13, 1989, the Company's Board of Directors declared
a dividend distribution to shareholders of record of one common
share purchase right (a "Right") for each outstanding share of
Common Stock. Each Right entitles that holder to purchase from
the Company one share of Common Stock at a cash purchase price of
$30.00, subject to adjustment. The terms of the Rights are set
forth in the Plan. The Rights are not exercisable until the
Distribution Date referred to below and will expire at the close
of business on March 31, 1999, unless earlier redeemed by the
Company as described below.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be issued with
newly issued shares of Common Stock and (ii) Rights will be
evidenced by the Common Stock certificates and the transfer of
Common Stock certificates will also constitute the transfer of
the Rights associated with such Common Stock. As soon as
practicable after the Distribution Date, Rights certificates will
be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date.
The Rights will separate from the Common Stock and a
Distribution Date (as defined in the Plan) will occur, in
general, upon the earlier of (i) 15 days following a public
announcement that a person (an "Acquiring Person") has acquired
15% or more of the outstanding Common Stock (the "Stock
Acquisition Date"), or (ii) 15 business days following the
commencement of a tender or exchange offer for 20% or more of the
outstanding Common Stock.
From and after the Stock Acquisition Date, among other
things, each Right will entitle the holder to receive, upon
exercise, shares of Common Stock having a value equal to two
times the exercise price of the Right. In addition, the Board of
Directors may, at its option, exchange the Rights for a
determinable number of shares of Common Stock or for substitute
consideration in the form of cash, Common Stock equivalents, debt
securities or other assets in any combination. In the event
that, at any time following the Stock Acquisition Date, (i) the
Company is acquired in a merger or other business combination,
(ii) the Company survives a merger or business combination in
which Common Stock is exchanged for other securities, assets or
property or (iii) 50% or more of the Company's assets or earning
power is sold or transferred, each Right will entitle the holder
to receive, upon exercise, common shares of the acquiring person
having a value equal to two times the exercise price of the
Right.
In general, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right, at any time prior to
the Stock Acquisition Date.
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the
distribution of shares of Common Stock hereby. See "Plan of
Distribution."
PRICE RANGE OF COMMON STOCK
The Company's Common Stock trades (under the ticker symbol
"PLM") on the American Stock Exchange ("AMEX"). The table below
sets forth the high and low prices of the Company's Common Stock
for the periods indicated as reported by the AMEX. No dividends
were declared on Common Stock for these periods.
<TABLE>
<CAPTION>
Calendar Quarter High Low
1992
<S> <C> <C>
1st Quarter $ 3.875 $ 2.375
2nd Quarter $ 2.625 $ 1.750
3rd Quarter $ 2.375 $ 1.625
4th Quarter $ 1.936 $ 1.562
<CAPTION>
Calendar Quarter High Low
1993
<S> <C> <C>
1st Quarter $ 3.125 $ 1.750
2nd Quarter $ 2.563 $ 2.000
3rd Quarter $ 2.500 $ 2.000
4th Quarter $ 2.750 $ 2.000
<CAPTION>
Calendar Quarter
1994
<S> <C> <C>
1st Quarter $ 3.875 $ 2.125
2nd Quarter $ 3.687 $ 2.500
On August 18, 1994, the closing price reported on the AMEX
was $3.06 per share. At that date, the Company had approximately
13,000 shareholders of record.
<PAGE>
PLAN OF DISTRIBUTION
Under the terms of the Plan, distributions to Former
Employees of vested account balances (the "Vested Balances") are
made in shares of Common Stock. Such distributions are expected
to commence (i) as soon as practicable, as to each Former
Employee holding a Vested Balance with a value that is equal to
or less than $3,500 on the date immediately preceding the date of
the distribution (and has never exceeded $3,500 at the time of
any prior distribution), (ii) as soon as practicable, as to any
Former Employee holding a Vested Balance in excess of $3,500 who
elects to receive such a distribution on account of his Vested
Balance in accordance with the elective distribution provisions
of the Plan or (iii) if sooner, upon termination of the Plan.
If, on the other hand, the Company's Profit Sharing Plan is
in existence upon termination of the Plan, then the Vested
Balance of each Former Employee holding a Vested Balance with a
value greater than $3,500 who does not elect to receive a direct
distribution of his or her account balance prior to termination
of the Plan shall be transferred either to the Former Employee or
to the Former Employee's account in the Profit Sharing Plan. In
addition, prior to any distribution to a Former Employee, the
Former Employee may elect a direct rollover of his or her Vested
Balance into an individual retirement account ("IRA") or a tax-
qualified defined contribution plan (i.e., a plan other than a
plan sponsored by the Company) that accepts the rollover. See
"Termination of Employee Stock Ownership Plan -- Certain Federal
Income Tax Consequences".
The Company currently anticipates that the shares of Common
Stock offered hereunder will be distributed to or for the
accounts of approximately 159 Former Employees on account of
their Vested Balances. No compensation will be payable by Former
Employees in connection with such distributions. No underwriters
or sales agents will be used, and no commissions or discounts
will be paid, in connection with the distribution to or for the
accounts of Former Employees of such shares of Common Stock.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Farella, Braun & Martel, San
Francisco, California. Certain matters relating to the form of
certain amendments to the Plan will be passed upon for the
Company by Steptoe & Johnson, Washington, D.C.
EXPERTS
The financial statements and schedules of PLM International,
Inc. as of December 31, 1993 and 1992 and for each of the years
in the 3-year period ended December 31, 1993 have been
incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP
independent certified public accountants, incorporated by
reference herein, upon the authority of said firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the offering are estimated to be as follows:
Securities and Exchange
Commission Registration Fee $ 432.62
Legal Fees and Expenses 10,000*
Accounting Fees and Expenses 5,000*
Miscellaneous 1,000*
Total $ 16,432.62
_______________________
* Amount estimated
All of the above expenses will be borne by the Company.
Item 15. Indemnification of Directors and Officers.
The Registrant has authority under Section 145 of the
General Corporation Law of the State of Delaware to indemnify its
officers, directors, employees and agents to the extent provided
in such statute. Article Tenth of the Registrant's Certificate
of Incorporation, referenced as Exhibit 4.1 hereto, provides for
indemnification of the Registrant's officers and directors to the
full extent provided in Section 145. Article VIII of the
Registrant's Bylaws, referenced as Exhibit 4.2 hereto, also
provides for indemnification of the Registrant's officers,
directors, employees and agents. In addition, the Company has
entered into indemnification agreements with its directors which
require the Company to indemnify any director, to the fullest
extent permitted by law, against any losses, claims, damages and
expenses arising out of or in connection with his service as a
director. These agreements also require the Company to obtain
and maintain insurance for indemnification which is adequate on
light of industry standards and reasonable business practice.
Section 102 of the General Corporation Law of the State of
Delaware permits the limitation of a director's personal
liability to the corporation or its stockholders for monetary
damages for breach of fiduciary duties as a director except in
certain situations including the breach of a director's duty of
loyalty or acts or omissions not made in good faith. Article
Tenth of the Registrant's Certificate of Incorporation limits
directors' personal liability to the extent permitted by Section
102.
Article Tenth of the Registrant's Certificate of
Incorporation and Article VIII of the Bylaws also provide that
the Registrant has the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity or
arising our of such person's status as such, whether or not the
Registrant would have the power to indemnify such person against
such liability. Even though the Registrant may obtain directors
and officers liability insurance in the future, the
indemnification provisions contained in the Certificate of
Incorporation of the Registrant would remain in place and such
provisions will affect not only the Registrant, but its
stockholders as well.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
4.1 Certificate of Incorporation of Registrant,
incorporated by reference to Registrant's Form 10-K
filed with the Securities and Exchange Commission on
April 2, 1990.
4.2 Bylaws of Registrant, incorporated by reference to
Registrant's Form 10-K filed with the Securities and
Exchange Commission on April 2, 1990.
4.3 Specimen Common Stock Certificate, incorporated by
reference to Registrant's registration statement on
Form S-3 filed with the Securities and Exchange
Commission on August 2, 1994, registration no. 33-
54869.
4.4 Rights Agreement, as amended, incorporated by reference
to Registrant's Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
5.1* Opinion and Consent of Farella, Braun & Martel.
5.2* Opinion and Consent of Steptoe & Johnson.
10.1 Third Amended and Restated Loan Agreement, dated as of
October 28, 1992, incorporated by reference to the
Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 31, 1993.
10.2 $23,000,000 Note Agreement, dated as of January 15,
1989, incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on April 2, 1990.
10.3 Second Amended and Restated Loan Agreement, dated as of
December 9, 1991, incorporated by reference to the
Company's Annual Report of Form 10-K filed with the
Securities and Exchange Commission on March 30, 1992.
10.4 Warehousing Credit Agreement, dated as of June 30,
1993, as amended.
10.5 Form of Employment contracts for executive officers,
incorporated by reference to the Company's Annual
Report of Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.6 Rights Agreement, as amended, filed with Forms 8-K,
March 12, 1989, August 12, 1991 and January 23, 1993
and incorporated herein by reference.
10.7 PLM International Employee Stock Ownership Plan filed
with Form 8-K, August 21, 1989 and incorporated herein
by reference.
10.8 PLM International Employee Stock Ownership Plan Trust
filed with Form 8-K, August 21, 1989 and incorporated
herein by reference.
10.9 PLM International Employee Stock Ownership Plan
Certificate of Designation filed with Form 8-K, August
21, 1989 and incorporated herein by reference.
10.10 Directors' 1992 Non Qualified Stock Option Plan,
incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.11 Form of Company Non Qualified Stock Option Agreement,
incorporated by reference to the Company's Annual
Report on From 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.12 Form of Executive Deferred Compensation Agreement,
incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.13 Lease Agreement for premises at 655 Montgomery Street,
San Francisco, California, incorporated by reference to
the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on April 2, 1990.
10.14 Office Lease for premises at One Market, San Francisco,
California, incorporated by reference to the Company's
Annual Report on Form 10-K filed with the Securities
and Exchange Commission on April 1, 1991.
10.15 Stock Purchase Agreement dated June 1, 1994 between
Registrant and Davis Skaggs Investment Management,
incorporated by reference to Registrant's registration
statement on Form S-3 filed with the Securities and
Exchange Commission on August 2, 1994, registration no.
33-54869.
10.16 Stock Purchase Agreement dated July 20, 1994 between
Registrant and Cowen & Co., on behalf of the listed
purchasers, incorporated by reference to Registrant's
registration statement on Form S-3 filed with the
Securities and Exchange Commission on August 2, 1994,
registration no. 33-54869.
10.17 Stock Purchase Agreement dated July 29, 1994 between
Registrant and HPB Associates, L.P., incorporated by
reference to Registrant's registration statement on
Form S-3 filed with the Securities and Exchange
Commission on August 2, 1994, registration no. 33-
54869.
10.18 $45,000,000 Note Agreement dated as of June 30, 1994,
incorporated by reference to the Company's Quarterly
Report on Form 10-Q filed with the Securities and
Exchange Commission on August 12, 1994.
10.19 Amendment No. 2 to Warehousing Credit Agreement dated
as of June 28, 1994, incorporated by reference to the
Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 12, 1994.
10.20 Amendment No. 7 to the Note Agreement dated as of July
22, 1994, incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 12, 1994.
10.21 Amendment to Employee Stock Ownership Plan dated as of
April 20, 1994, incorporated by reference to the
Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 12, 1994.
11.1 Statement regarding computation of per share earnings,
incorporated by reference to the Company's Annual
Report on Form 10-K for the year ended December 31,
1993.
13.1 Annual Report on Form 10-K for the year ended December
31, 1993, incorporated by reference.
13.2 Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994 and June 30, 1994, incorporated by
reference.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Farella, Braun & Martel (included in Exhibit
5.1).
23.3* Consent of Steptoe & Johnson (included in Exhibit 5.2).
<PAGE>
24.1 Power of Attorney (contained on page 29 hereof).
___________________
* Filed herewith
<PAGE>
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
event arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-2 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Francisco, State of California, on August 19,
1994.
PLM INTERNATIONAL, INC.
By: s/Robert N. Tidball
Robert N. Tidball, President
and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on August __, 1994, each of
whom also constitutes and appoints Robert N. Tidball and Stephen
Peary, and each of them singly, his true and lawful attorney-in-
fact and agent, for him, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and any other documents
in connection therewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by
virtue thereof.
Signature Title
s/Robert N. Tidball President, Chief Executive Officer,
Robert N. Tidball Director and Principal Executive Officer
s/J. Michael Allgood Chief Financial Officer and Principal
Financial Officer
J. Michael Allgood
s/J. Alec Merriam Chairman of the Board of Directors
J. Alec Merriam
s/Allen V. Hirsh Executive Vice President and Director
Allen V. Hirsch
s/Walter E. Hoadlley Director
Walter E. Hoadley
s/Robert L. Pagel Director
Robert L. Pagel
s/Harold R. Somerset Director
Harold R. Somerset<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Certificate of Incorporation of Registrant,
incorporated by reference to Registrant's Form 10-
K filed with the Securities and Exchange
Commission on April 2, 1990.
4.2 Bylaws of Registrant, incorporated by reference to
Registrant's Form 10-K filed with the Securities
and Exchange Commission on April 2, 1990.
4.3 Specimen Common Stock Certificate, incorporated by
reference to Registrant's registration statement
on Form S-3 filed with the Securities and Exchange
Commission on August 2, 1994, registration no. 33-
54869.
4.4 Rights Agreement, as amended, incorporated by
reference to Registrant's Form 10-K filed with the
Securities and Exchange Commission on March 31,
1993.
5.1 * Opinion and Consent of Farella, Braun & Martel.
5.2 * Opinion and Consent of Steptoe & Johnson.
10.1 Third Amended and Restated Loan Agreement, dated
as of October 28, 1992, incorporated by reference
to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on
March 31, 1993.
10.2 $23,000,000 Note Agreement, dated as of January
15, 1989, incorporated by reference to the
Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on April 2,
1990.
10.3 Second Amended and Restated Loan Agreement, dated
as of December 9, 1991, incorporated by reference
to the Company's Annual Report of Form 10-K filed
with the Securities and Exchange Commission on
March 30, 1992.
10.4 Warehousing Credit Agreement, dated as of June 30,
1993, as amended.
10.5 Form of Employment contracts for executive
officers, incorporated by reference to the
Company's Annual Report of Form 10-K filed with
the Securities and Exchange Commission on March
31, 1993.
10.6 Rights Agreement, as amended, filed with Forms 8-
K, March 12, 1989, August 12, 1991 and January 23,
1993 and incorporated herein by reference.
10.7 PLM International Employee Stock Ownership Plan
filed with Form 8-K, August 21, 1989 and
incorporated herein by reference.
10.8 PLM International Employee Stock Ownership Plan
Trust filed with Form 8-K, August 21, 1989 and
incorporated herein by reference.
10.9 PLM International Employee Stock Ownership Plan
Certificate of Designation filed with Form 8-K,
August 21, 1989 and incorporated herein by
reference.
10.10 Directors' 1992 Non Qualified Stock Option Plan,
incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.11 Form of Company Non Qualified Stock Option
Agreement, incorporated by reference to the
Company's Annual Report on From 10-K filed with
the Securities and Exchange Commission on March
31, 1993.
10.12 Form of Executive Deferred Compensation Agreement,
incorporated by reference to the Company's Annual
Report on Form 10-K filed with the Securities and
Exchange Commission on March 31, 1993.
10.13 Lease Agreement for premises at 655 Montgomery
Street, San Francisco, California, incorporated by
reference to the Company's Annual Report on Form
10-K filed with the Securities and Exchange
Commission on April 2, 1990.
10.14 Office Lease for premises at One Market, San
Francisco, California, incorporated by reference
to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on
April 1, 1991.
10.15 Stock Purchase Agreement dated June 1, 1994
between Registrant and Davis Skaggs Investment
Management, incorporated by reference to
Registrant's registration statement on Form S-3
filed with the Securities and Exchange Commission
on August 2, 1994, registration no. 33-54869.
10.16 Stock Purchase Agreement dated July 20, 1994
between Registrant and Cowen & Co., on behalf of
the listed purchasers, incorporated by reference
to Registrant's registration statement on Form S-3
filed with the Securities and Exchange Commission
on August 2, 1994, registration no. 33-54869.
10.17 Stock Purchase Agreement dated July 29, 1994
between Registrant and HPB Associates, L.P.,
incorporated by reference to Registrant's
registration statement on Form S-3 filed with the
Securities and Exchange Commission on August 2,
1994, registration no. 33-54869.
10.18 $45,000,000 Note Agreement dated as of June 30,
1994, incorporated by reference to the Company's
Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 12,
1994.
10.19 Amendment No. 2 to Warehousing Credit Agreement
dated as of June 28, 1994, incorporated by
reference to the Company's Quarterly Report on
Form 10-Q filed with the Securities and Exchange
Commission on August 12, 1994.
10.20 Amendment No. 7 to the Note Agreement dated as of
July 22, 1994, incorporated by reference to the
Company's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on August
12, 1994.
10.21 Amendment to Employee Stock Ownership Plan dated
as of April 20, 1994, incorporated by reference to
the Company's Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on
August 12, 1994.
11.1 Statement regarding computation of per share
earnings, incorporated by reference to the
Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
13.1 Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated by reference.
13.2 Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994,
incorporated by reference.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Farella, Braun & Martel (included in
Exhibit 5.1).
23.3* Consent of Steptoe & Johnson (included in Exhibit
5.2).
<PAGE>
24.1 Power of Attorney (contained on page 29
hereof).
___________________
* Filed herewith
</TABLE>
EXHIBIT 5.1
August 22, 1994
PLM International, Inc.
One Market Plaza
Market Street Tower, Suite 900
San Francisco, CA 94105-1301
Re: Registration Statement on Form S-2
Registration of 410,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for PLM International, Inc. (the
"Company") in connection with the registration under the
Securities Act of 1933, as amended, by the Company of 410,000
shares of the Company's common stock, $.01 par value (the "Common
Stock"), pursuant to the Company's Registration Statement on Form
S-2 dated August 22, 1994, filed by the Company with the
Securities and Exchange Commission (the "Registration
Statement").
Based on such investigation as we deemed necessary for
purposes of this opinion, we are of the opinion that the shares
of Common Stock have been duly and validly authorized by the
Company, and such shares, when issued as contemplated in the
Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name
under the heading "Legal Matters" in the prospectus constituting
a part of the Registration Statement.
FARELLA, BRAUN & MARTEL
07325\94081601
THEODORE E. RHODES
(202) 429-6272
August 22, 1994
Mr. Robert N. Tidball
President and Chief Executive
Officer
PLM International, Inc.
One Market Plaza
Steuart Street Tower
Suite 900
San Francisco, CA 94105-1301
Re: Amendments to PLM International, Inc.
Employee Stock Ownership Plan
Dear Mr. Tidball:
We have acted as special ERISA counsel for PLM
International, Inc. (the "Company") in connection with certain
aspects of the amendment and termination of the PLM
International, Inc. Employee Stock Ownership Plan (the "Plan").
In connection with this representation, we have reviewed copies
of:
(i) The Plan document effective as of August 17,
1989;
(ii) The Internal Revenue Service determination
letter, dated August 7, 1991, indicating that
the Plan adopted on August 17, 1989 is
qualified under section 401 of the Internal
Revenue Code; and
(iii) The first and second amendments to the Plan
effective August 17, 1989, and third
amendment to the Plan adopted April 20, 1994.
You have requested our opinion that the amended
provisions of the Plan comply with the applicable requirements of
the Internal Revenue Code of 1986, as amended, (the "Code").
Subject to the assumptions and limitations set forth in this
letter, it is our opinion that the amended provisions set forth
in the third amendment to the Plan in form comply in all material
respects with the requirements of the Code pertaining to such
provisions.
For the purpose of this opinion, we have assumed that
the Plan and related amendments were timely and properly adopted
and executed, and are valid under all applicable laws.
It is our understanding, and a condition of our
opinion, that the Company has timely filed with the Internal
Revenue Service (the "IRS") a request for a determination letter
that the Plan as amended meets the requirements for qualification
under Code section 401(a), 501(a) and 4975(e)(7) and the Company,
within the remedial amendment period described in Code section
401(b) and regulations issued thereunder, will make such
reasonable amendments requested by the IRS as necessary to
satisfy these requirements. We have also assumed that the Plan
will be amended as necessary to conform to any changes in the
Code, regulations, and rulings thereunder and other applicable
requirements.
The opinion expressed in this letter is limited to
compliance with applicable requirements of the Code as in effect
on the date hereof, and to the Plan in form but not in operation,
and does not include opinions under any other federal laws or
under the laws of any State. Our opinion is based upon the law,
regulations, notices, rulings and decisions in effect on the date
hereof (or, in the case of certain Treasury Department regula-
tions, now in proposed form), all of which are subject to change
(which change could apply retroactively). If the law is changed,
our opinion may be different. We do not have, nor do we
undertake, any obligation to update the opinion expressed in this
letter as of any future date.
This opinion is rendered solely to and for the benefit
of the Company in connection with its filing of a Registration
Statement on Form S-2 dated August 22, 1994, with the Securities
and Exchange Commission and any amendments thereto, and may not
be relied upon by any other persons without our prior written
consent; in addition, this opinion is not for the benefit of any
person other than participants in the Plan who are no longer
employees of the Company who will receive the Prospectus which is
Part I of the Registration Statement.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name
under the heading "Legal Matters" in the prospectus constituting
a part of the Registration Statement.
STEPTOE & JOHNSON
By:
Theodore E. Rhodes
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
PLM International, Inc.
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
San Franciso, California
August 22, 1994
<PAGE>
