As filed with the Securities and Exchange Commission on November
23, 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
organization) Number)
One Market Stephen Peary
Steuart Street Tower Senior Vice President,
Suite 900 Secretary and
San Francisco, California General Counsel
94105-130 One Market
(415) 974-139 Steuart Street Tower
(Address, including zip Suite 900
code, and telephone number, San Francisco, CA
including area code, 94105-1301
of Registrant's principal (415) 974-1399
executive offices) (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 Amount Maximum Aggregate
Class of Securities to be Offering Price Offering
to be Registered Registered Per Share Price<F1>
<S> <C> <C> <C>
Common Stock,
$.01 par value
per share, with
attached common
share purchase
rights 165,000 $2.85 $470,250
<CAPTION>
Amount of Registration Fee
<S> <C>
Common Stock,
$.01 par value
per share $162.25
<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 November 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.
Pursuant to Rule 429 under the Securities Act of 1933,
the prospectus which constitutes part of their Registration
Statement also relates to an aggregate of 410,000 shares of
the Registrant's common stock registered on Form S-2,
Registration No. 33-55183.
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 State-
ment 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 Informa-
tion by
Reference Incorporation of Certain
Information
13. Disclosure of
Commission Position
on Indemnification
for Securities
Act Liabilities Inapplicable
PAGE
<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 23, 1994
PROSPECTUS
575,000 Shares
PLM INTERNATIONAL, INC.
Common Stock
($.01 Par Value)
This Prospectus relates to an aggregate of 575,000
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 November 18, 1994,
the closing price of the Common Stock as reported by the AMEX
was $2.875 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 November ____, 1994.
PAGE
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these
securities has been filed with the Securities and Exchange
Commission. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state.
PAGE
<PAGE>
No dealer, salesperson or any other person has been authorized
to give any information or make any representations, other
than those contained or incorporated by reference in this
Prospectus, and, if given or made, such information or
representations must not be relied upon as having been
authorized by the Company. 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.
This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of these securities 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 7
Risk Factors 10
The Company 11
Termination of Employee
Stock Ownership Plan 16
Description of Common Stock 18
Use of Proceeds 18
Price Range of Common Stock 18
Plan of Distribution 19
Legal Matters 19
Experts 19
PAGE
<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, as amended, its quarterly report on Form
10-Q for the quarter ended September 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, as amended;
(ii) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, as
amended, and September 30, 1994; and
(iii) Current Report on Form 8-K dated June 17, 1994.
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.
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 nine months ended September 30, 1994, the Company's net
loss to common shares was ($10,415,000). There can be no
assurance that net losses will not continue to 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.
<PAGE>
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.
<PAGE>
Volatility of Residual Value of Equipment; Recent Reductions
in Carrying Value
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.
For the nine months ended September 30, 1994, the Company
reduced the carrying values of certain assets by $4.2 million.
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. These provisions include certain
supermajority voting requirements, limitations on stockholder
action without a meeting, and on the calling of special
meetings by stockholders, the establishment of a classified
Board of Directors and certain advance notice requirements.
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.
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") was 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 and for a $5,000,000 subordinated note
issued by the Company (the "Note"), with Transcisco retaining
a 40% interest in the Note.
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 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 was 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 was contemplated that the Company would repay,
concurrent with the purchase of the TNI Shares, the Note.
Consummation of the foregoing transactions occurred on October
13, 1994.
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;
(iii) only dividends on allocated shares are reflected as a
reduction to income to common shareholders; and (iv) the
previously reported loan to Employee Stock Ownership Plan is
not recognized under SOP 93-6, instead an amount representing
the unearned compensation related to the unallocated shares is
reported as a reduction of Preferred Stock. The Company
elected to adopt SOP 93-6 in the third quarter, which required
the previously issued financial statements to be restated for
the change in accounting as of January 1, 1994. The adoption
of SOP 93-6 resulted in a non-cash charge to earnings of $5.1
million for the impact of the change in accounting principle
and was recorded as of the beginning of the year of adoption.
Additionally, SOP 93-6 eliminates the recognition of interest
income on the Company's loan to the ESOP and records the
entire tax benefit of the ESOP as a reduction in income tax
expense.
TERMINATION OF EMPLOYEE STOCK OWNERSHIP PLAN
General
The Board of Directors established the Company's Employee
Stock Ownership Plan (the "Plan") on August 21, 1989. The
Plan is a defined contribution plan which was established to
invest primarily in qualified employer securities issued by
the Company. On August 21, 1989, the Company borrowed
$63,654,993 from a group of banks to finance the Plan. The
Company immediately reloaned that amount to the Plan and made
an initial contribution to the Plan of $345,007. The Plan
then utilized $64,000,001 of the foregoing amount to purchase
4,923,077 shares of the Company's newly issued Series A
Preferred Stock. All of those shares were initially held in a
pledge account (the "Loan Suspense Account") and have been
released from the Loan Suspense Account for allocation to
participants as payments were made on the Plan's indebtedness
to the Company. As a condition to their loans to the Company,
the banks required the Company to provide security for the
loans, which security, except for a short period in 1990, took
the form of cash (or cash equivalents) deposited in a
collateral account maintained by one of the banks. This
collateral is referred to as the "restricted cash collateral."
Except for the form of the collateral, the terms of the loans
from the banks to the Company and from the Company to the Plan
have substantially identical terms and substantially identical
principal balances.
The Plan received a determination letter from the Internal
Revenue Service which states that the Plan (and the related
trust) are exempt from Federal income taxation under section
401(a) of the Internal Revenue Code of 1986 (the "Code") and
qualify as an employer stock ownership plan under section
4975(e)(7) of the Code. Under the terms of the Plan, all
employees of the Company and its subsidiaries who are United
States citizens are eligible to participate in the Plan after
the satisfaction of certain age and service requirements.
Under the terms of the Plan, the Company retained the right to
terminate the Plan at any time.
The Company's Board of Directors has determined to terminate
the Plan. The Board's decision was based on several factors.
First, the Company anticipated that the cash collateral
initially required as part of the Plan financing described
above could ultimately be fully accessed for use in the
Company's business. Instead, however, the banks required that
all such amounts be held in a collateral account which could
only be invested in certificates of deposit and similar low
yielding investments. The Plan financing arrangement has for
that reason continuously reduced corporate earnings and
growth. Second, employees have generally been dissatisfied
with the Plan as a vehicle for retirement planning. An
employee stock ownership plan like the Plan generally provides
an undiversified investment, and the annual allocation of an
increased number of shares to participants has unfortunately
been matched by a decline in the value of the Company's
outstanding Common Stock. The Company's Board of Directors
determined to terminate the Plan because it was satisfying
neither the Company's nor the participants' expectations and
could not be expected to do so in the foreseeable future.
Termination of the Plan 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 Code. At September 30,
1994, the assets of the Plan consisted of 4,901,474 shares of
Series A Preferred Stock (the "Preferred Stock"). Upon Plan
termination, each share of Preferred Stock held by the Plan
which has been allocated to Plan participants will become 100%
vested; upon distribution each allocated share will
automatically convert to one share of Common Stock. In
addition, a proposed amendment to the Company's Certificate of
Designation of Series A Preferred Stock (the "Certificate of
Designations") has been 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 575,000 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 be surrendered
in exchange for the cancellation of all indebtedness of the
Plan then owing to the Company, plus a Company contribution of
$100,000. The unpaid principal balance of such indebtedness
to the Company is currently in excess of the price ($13.72 per
share) at which those shares may be called for redemption. In
addition, the corresponding bank indebtedness of the Company
related to the Plan will be repaid using restricted cash
collateral. As of September 30, 1994, the principal amount of
this indebtedness was $47,300,000 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. Approximately $2,700,000 of
previously paid, unamortized Plan loan fees and other costs
have been charged to earnings for the period ended September
30, 1994 which will result in a like reduction in
shareholders' equity.
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 $5,500,000 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.)
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 September 30, 1994, there were issued and
outstanding 10,501,780 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.
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
1993
1st Quarter $ 3.125 $ 1.750
2nd Quarter $ 2.563 $ 2.000
3rd Quarter $ 2.500 $ 2.000
4th Quarter $ 2.750 $ 2.000
1994
1st Quarter $ 3.875 $ 2.125
2nd Quarter $ 3.687 $ 2.500
3rd Quarter $ 3.563 $ 2.875
</TABLE>
On November 18, 1994, the closing price reported on the AMEX
was $2.875 per share. At that date, the Company had approxi-
mately 13,000 shareholders of record. The payment of divi-
dends on the Company's Common Stock is restricted by the terms
of the Company's credit agreements with its lenders, including
restrictions based on cash flow and net income.
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. Upon termination,
all allocated but unvested shares held by th/e Plan become
100% vested.
If 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 to the Former
Employee's account in the Profit Sharing Plan unless the
Former Employee elects to receive a direct distribution on
Plan termination. 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.
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 $ 162.25
Legal Fees and Expenses 2,500*
Accounting Fees and Expenses 2,500*
Printing Expenses 1,000*
Miscellaneous 1,000*
Total $7,162.25
* 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.
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, as amended.
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, as amended.
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, as amended.
10.21 Amendments to Employee Stock Ownership Plan dated
as of April 20, 1994 and June 17, 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, as amended.
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, as amended.
13.1 Annual Report on Form 10-K for the year ended
December 31, 1993, as amended, incorporated by
reference.
13.2 Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994, as
amended, and September 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).
24.1 Power of Attorney (contained on page 29 hereof).
* Filed herewith
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 registration statement is on Form S-3 or
Form S-8, and 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) 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
<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 allof 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 November 23, 1994.
PLM INTERNATIONAL, INC.
By: /s/ Robert N. Tidball
Robert N. Tidball, President
and Chief Executive Officer
<PAGE>
<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 November 23, 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
J.Michael Allgood and Principal Financial Officer
/s/J. ALEC MERRIAM Chairman of the Board of Directors
J. Alec Merriam
/s/ALLEN V. HIRSCH Executive Vice President and Director
Allen V. Hirsch
/s/WALTER E. HOADLEY 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, as amended.
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, as amended.
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, as
amended.
10.21 Amendments to Employee Stock Ownership Plan
dated as of April 20, 1994 and June 17, 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, as amended.
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, as amended.
13.1 Annual Report on Form 10-K for the year ended
December 31, 1993, as amended, incorporated
by reference.
13.2 Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30,
1994, as amended, and September 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).
24.1 Power of Attorney (contained on page 29
hereof).
___________________
* Filed herewith
EXHIBIT 5.1
Farella, Braun & Martel
Attorneys at Law
Russ Building, 30th Floor
235 Montgomery Street
San Francisco, CA 94104
(415) 954-4400
Fax: (415) 954-4480
November 23, 1994
VIA ELECTRONIC FILING
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 165,000 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 165,000
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 November 23, 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.
Very truly yours,
FARELLA, BRAUN & MARTEL
/s/FARELLA, BRAUN & MARTEL
MPG:ap
07574\94112103
STEPTOE & JOHNSON
ATTORNEYS AT LAW
1330 Connecticut Avenue, N.W.
Washington, D.C. 20036-1795
(202)429-3000
Facsimile: (202)429-3902
THEODORE E. RHODES
(202) 429-6272
November 23, 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, the third
amendment to the Plan adopted on April 20,
1994, and the fourth amendment to the Plan
adopted on November 16, 1994.
<PAGE>
Mr. Robert N. Tidball
November 23, 1994
Page 2
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 and fourth amendments 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 November 23, 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.
<PAGE>
Mr. Robert N. Tidball
November 23, 1993
Page 3
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: /s/ Theodore E. Rhodes
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 report incorporated herein by
reference and to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
San Francisco, California
November 22, 1994
