OMB APPROVAL
OMB Number: 3235-0145
Expires: October 31, 1994
Estimated average
burden hours per
form . . . . . . . .14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
PLM International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
69341L106
(CUSIP Number)
Simon Aron
Manatt, Phelps & Phillips
11355 W. Olympic Boulevard, Los Angeles, California 90064
(310) 312-4137
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 13, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule Rule 13d-1(b)(3) or
(4), check the following box /_/.
Check the following box if a fee is being paid with the statement
/_/. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
1
<PAGE> SCHEDULE 13D
CUSIP No. 69341L106 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Official Unsecured Bondholders Committee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) /_/
(b) /_/
Not applicable
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00 (Pursuant to the Plan of Reorganization)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /_/
Not applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION California
(appointed by United States Trsutee in Reorganization
Proceeding in United States Bankruptcy Court for the
Northern District of California)
7 SOLE VOTING POWER
NUMBER OR 3,367,367
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,367,367
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32%
14 TYPE OF REPORTING PERSON*
00 (Official Unsecured Bondholders Committee)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
2
<PAGE>
Page -3- of 10 Pages
Item 1. Security and Issuer.
This Statement relates to the Common Stock of PLM
International, Inc. ("PLMI"). The address of the principal
executive offices of PLMI is One Market Street Tower, Suite 900,
San Francisco, California 94105-1301.
Item 2. Identity and Background.
Initial Schedule 13D Dated April 26, 1993
The person filing this Statement is the Official
Unsecured Bondholders' Committee (the "Bondholders Committee")
which was originally appointed by the United States Trustee for
the Northern District of California on October 3, 1991 as amended
on October 21, 1991, pursuant to 11 U.S.C. Section 1102, in
connection with the Proceedings for Reorganization (the
"Reorganization Proceedings") under Chapter 11 of the United
States Bankruptcy Code (the "Code") in re Transcisco Industries
Inc. (No. 91-3-2674-TC) pending in the United States Bankruptcy
Court for the Northern District of California (the "Bankruptcy
Court"). Under the Code, the principal purpose of the
Bondholders Committee, broadly stated, is to actively participate
in the Reorganization Proceedings on behalf of the holders (the
"Bondholders") of $15,410,000 principal amount of the 9% Senior
Subordinated Convertible Notes due May 15, 1996 (the "Bonds")
issued by Transcisco Industries Inc. ("Transcisco").
Information relating to the members of the
Bondholders
Committee is set forth in Exhibit A attached hereto and
incorporated herein by reference. The following are the names
and business addresses of the co-chairmen of the Bondholders
Committee (the "Co-Chairmen"):
Norman J. Wechsler Thomas Revy
c/o Wechsler & Co. , Inc. c/o Froley Revy
Investment
105 South Bedford Road 10900 Wilshire Boulevard
Suite 310 Suite 1050
Mt. Kisco, New York 10549 Los Angeles, California
90024
During the last five years, neither the Bondholders
Committee nor, to the best knowledge of the Co-Chairmen, any of
its members (or any of their respective named representatives)
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violations with respect to
such laws. Each of the individuals named above is a citizen of
the United States of America.
3
<PAGE>
Page -4- of 10 Pages
Amendment No. 1 Dated May 18, 1993
No change.
Amendment No. 2 Dated November 8, 1993
Item 2 was amended to reflect that on October 20,
1993
the Bankruptcy Court confirmed the Joint Plan of Reorganization
(the "Joint Plan") which provided, among other things, for the
cancellation of the Bonds in exchange for 3,367,367 shares of
common stock of PLMI and a 60% interest in a $5 million
subordinated promissory note issued by PLMI to Transcisco.
Amendment No. 3 Dated May 17, 1994
Item 2 was amended to reflect the death of Thomas
Revy,
the former Co-Chairman of the Committee. Andrea O'Connell was
named to replace Mr. Revy as a member of the Committee.
Mr. Norman Wechsler is the Acting Chairman of the Committee.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4.
Item 4. Purpose of Transaction.
Initial Schedule 13D Dated April 26, 1993
On July 1, 1991, three individual Bondholders of
Transcisco filed an involuntary petition under Chapter 7 of the
Code against Transcisco in the Bankruptcy Court. On July 30,
1991, Transcisco voluntarily converted such case to Chapter 11
and continues to operate its business as a debtor-in-possession.
Transcisco and the Bondholders Committee, among
others,
are proposing a Plan of Reorganization, including a settlement
agreement (the "Settlement Agreement") to be incorporated
therein, which, subject to the approval of the creditors and
stockholders of Transcisco and confirmation by the Bankruptcy
Court, would reject certain executory contracts and provide for
the payment of and discharge of certain debts of Transcisco. The
Bondholders Committee anticipates that the Settlement Agreement
win include cancellation of the Bonds in exchange for the
transfer by Transcisco to a representative (the "Representative")
of the Bondholders of (1) 3,367,367 shares of the Common Stock of
PLMI (the "PLMI Stock") held by Transcisco and (2) a $5 million
subordinated promissory note issued by PLMI to Transcisco (the
"PLMI Note"). There can be no assurance that the Settlement
Agreement will be entered into or that it will be approved by the
stockholders and creditors of Transcisco or confirmed by
4
<PAGE>
Page -5- of 10 Pages
the Bankruptcy Court. To protect the potential interest of the
Bondholders in the PLMI Stock, on April 26, 1993, the Bondholders
Committee filed a motion requesting the Bankruptcy Court to
direct Transcisco to provide the Bondholders Committee with a
proxy (the "Proxy") to vote the PLMI Stock at the next annual
meeting of the stockholders of PLM currently scheduled for
May 12, 1993, and at all adjournments and postponements thereof
(the "Meeting"). The Notice of Annual Meeting of Stockholders of
PLMI dated April 19, 1993 provides that, at the Meeting, the
stockholders of PLMI will be asked to elect one Class III
director of PLMI and to transact such other business as may
properly come before the Meeting. At the Meeting, the
Bondholders Committee intends to nominate, and to vote the Proxy
for the election of, Thomas Revy as a director of PLMI and to
vote the Proxy in the discretion of the Bondholders Committee on
all other matters that may properly come before the Meeting.
Thereafter, the Bondholders Committee intends to take such
actions as it deems to be appropriate to maximize the value of
the PLMI Stock and the PLMI Note. Such actions may include,
among others, (a) acquiring additional securities of PLMI, or
disposing of securities of PLMI, in the open market, in privately
negotiated transactions or otherwise; (b) seeking one or more
extraordinary corporate transactions, such as a merger,
reorganization or liquidation of PLMI or any of its subsidiaries;
(c) selling or transferring a material amount of the assets of
PLMI or any of its subsidiaries; (d) changing the present Board
of Directors or management of PLMI, including changing the number
or term of directors or filling any vacancies on the Board of
Directors; (e) changing the present capitalization or dividend
policy of PLMI; (f) changing the nature of PLMI's business or its
corporate structure; (g) changing the terms of PLMI's Articles of
Incorporation, Bylaws or instruments corresponding thereto; (h)
causing a class of securities of PLMI to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association; or (i) any action similar to any
of those enumerated above. Except as otherwise expressly set
forth in this Statement, the Bondholders Committee currently has
no plans or proposals which relate to or would result in any
transaction, event or action enumerated in paragraphs (a) through
(i).
Amendment No. 1 Dated May 18, 1993
Item 4 was amended to reflect that Transcisco
granted
to the Bondholders Committee a proxy to represent and vote the
PLMI Stock until August 20, 1993.
Amendment No. 2 Dated November 8, 1993
See Item 1 above.
Amendment No. 3 Dated May 17, 1994
Item 4 was amended to reflect that the PLMI Stock
was
being held by Transcisco pending distribution of the PLMI Stock
to the Representative, Securities Holding, L.P., a California
limited partnership, in accordance with the Joint Plan. On
May 17, 1994, Transcisco
5
<PAGE>
Page -6- of 10 Pages
executed and delivered to Norman J. Wechsler, acting chairman of
the Bondholders Committee, on behalf of the Bondholders
Committee, its proxy to represent and vote the PLMI Stock until
December 31, 1994.
Amendment No. 4 dated October 13, 1994
Item 4 is amended to reflect that on October 13,
1994,
the Bondholders Committee, on behalf of the Bondholders, sold the
PLMI Stock to PLMI and its assignees for an aggregate purchase
price of $10,943,942.75 or $3.25 per share. The proceeds of the
sale will be distributed to the Bondholders in proportion to
their holdings of the Bonds.
Item 5. Interest in Securities of the Issuer.
Initial Schedule 13D Dated April 26, 1993
(a) For purposes of Rule 13d-3 promulgated
under
the Exchange Act of 1934, as amended, by virtue of the Proxy, if
granted, the Bondholders Committee will have the sole power to
vote or to direct the vote of the PLMI Stock at the Meeting and,
accordingly, may be deemed to be the beneficial owner of the PLMI
Stock, constituting approximately 32% of the issued and
outstanding shares of the Common Stock of PLMI. There can be no
assurance that the Proxy will be granted.
The following table sets forth, to the best
knowledge
of the Co-Chairmen, the number of shares and the percent of the
Common Stock of PLMI beneficially owned by each member of the
Bondholders Committee:
Percent of
Name Number of Shares Class<F2>
Norman J. Wechsler<F1> 81,100 .77%
__________________________________
[FN]
<F1> Such shares are owned by Wechsler & Co., Inc., a
Bondholder
and a corporation of which Mr. Wechsler is Chairman,
President and principal shareholder and which has sole
voting and investment power with respect to the shares
listed.
<F2> The percentage is based upon the total number of shares
of
PLMI's Common Stock outstanding on April 16, 1993 based
upon
PLMI's Proxy Statement dated April 19, 1993.
The Bondholders Committee disclaims beneficial
ownership of the 81,100 shares beneficially owned by Wechsler &
Co., Inc.
6
<PAGE>
Page -7- of 10 Pages
(b) See Item 5(a) above. Transcisco will
have
the power to dispose of or to direct the disposition of the PLMI
Stock until the PLMI Stock is actually transferred to the
Representative by Transcisco. There can be no assurance that the
PLMI Stock will be transferred to the Representative.
(c) Except as expressly set forth above,
neither
the Bondholders Committee nor, to the best knowledge of the
Co-Chairmen, any member of the Bondholders Committee has effected
any transaction in the shares of the Common Stock of PLMI during
the sixty days preceding the date of this Statement.
(d) The Bondholders Committee does not have
the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of PLMI Stock owned by Transcisco.
Amendment No. 4 Dated October 13, 1994
Item 5 is amended to reflect that on October 13,
1994,
the Bondholders Committee, on behalf of the Bondholders, sold the
PLMI Stock to PLMI and its assignees. As of October 13, 1994,
the Bondholders Committee, on behalf of the Bondholders, no
longer holds a position in the stock of PLMI.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
See Item 4.
Item 7. Material to Be Filed As Exhibits.
Initial Schedule 13D Dated April 26, 1993
Exhibit A -- List of Bondholders Committee
Exhibit B -- Notice of Motion and Motion of
the OBC
for the Order directing Transcisco to provide its Proxy to the
OBC on the PLMI Stock that Transcisco owns; Memorandum of Points
and Authorities; and Declaration of Simon Aron.
Amendment No. 1 Dated May 10, 1993
Exhibit B -- Order directing Debtor to provide
Proxy
to the OBC on its PLMI stock dated May 10, 1993 and the Proxy
attached thereto.
7
<PAGE>
Page -8- of 10 Pages
Exhibit C -- Proxy of Transcisco Industries,
Inc.
dated May 10, 1993.
Amendment No. 2 Dated October 20, 1993
Exhibit D -- Order confirming Joint Plan of
Reorganization filed on October 20, 1993 and, attached thereto as
Exhibit A, the Joint Plan of Reorganization, as amended, filed on
June 22, 1993 and July 29, 1993.
Amendment No. 3 Dated May 17, 1994
Exhibit A --Amendment to List of Bondholders
Committee
Exhibit F --Proxy of Transcisco Industries, Inc.
dated
May 17, 1994
SIGNATURE
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned certifies
that the information set forth in this Statement is true,
complete and correct.
OFFICIAL UNSECURED BONDHOLDERS'
COMMITTEE
By /s/
Norman Wechsler, Acting
Chairman
8
<PAGE>
Page -9- of 10 Pages
<TABLE>
EXHIBIT A
LIST OF MEMBERS OF THE BONDHOLDERS COMMITTEE<f*>
Initial Schedule 13D Dated April 26, 1993
<CAPTION>
Name and Principal Occupation Citizenship
Business Address
<S> <C> <C>
Norman J. Wechsler Chairman, President and United States
(Co-Chairman) principal shareholder of
c/o Wechsler & Co. Inc. Wechsler & Co., Inc., a
105 South Bedford Road New York corporation
Suite 310 specializing in securities
Mount Kisco, NY 10549 brokerage business
Thomas Revy Managing Director of Froley, United States
(Co-Chairman) Revy Investment Co., Inc.,
c/o Froley, Revy a California corporation
Investment Co., Inc. specializing in investment
10900 Wilshire Blvd. management business
Suite 1050
Los Angeles, CA 90024
Nick S. Coin Supervisor, Securities United States
c/o Modern Woodmen Division of Modern
of America Woodmen of America,
1701 First Avenue an Illinois corporation
Rock Island, IL 61201 specializing in the
insurance business
Arthur W. Berry Managing Director of United States
c/o Pecks Management Pecks Management Partners
Partners Ltd. Ltd., a New York corporation
One Rockefeller Plaza specializing in the
New York City, NY 10020 investment managing business
Zoltan H. Zsitvay Senior Vice President of United States
c/o Donaldsen, Lufkin & Donaldsen, Lufkin &
Jenrette Jenrette Securities
140 Broadway Corporation, a Delaware
New York, NY 10005 corporation specializing
in the investment banking
business
_______________________
<FN>
<f*> Patrick Crooks. is the indenture trustee with respect to
the Bonds and is an ex-officio, non-voting member of the
Bondholders Committee. His business address is c/o Yasuda Bank
and Trust Co., HCR 62 Box 247a, Mt. Desert, ME 04660.
</TABLE>
10
<PAGE>
Page -10- of 10 Pages
Amendment No. 3 Dated May 17, 1994
<TABLE>
EXHIBIT A
LIST OF MEMBERS OF THE BONDHOLDERS COMMITTEE<f*>
<CAPTION>
Name and
Business Address Principal Occupation Citizenship
<S> <C> <C>
Norman J. Wechsler Chairman, President and United States
(Acting Chairman) principal shareholder of
c/o Wechsler & Co. Inc. Wechsler & Co., Inc., a
105 South Bedford Road New York corporation
Suite 310 specializing in securities
Mount Kisco, NY 10549 brokerage business
Andrea O'Connell Managing Director of Froley, United States
c/o Froley, Revy Revy Investment Co., Inc.,
Investment Co., Inc. a California corporation
10900 Wilshire Blvd. specializing in investment
Suite 1050 management business
Los Angeles, CA 90024
Nick S. Coin Supervisor, Securities United States
c/o Modern Woodmen of Division of Modern Woodmen
America of America, an Illinois
1701 First Avenue corporation specializing
Rock Island, IL 61201 in the insurance business
Arthur W. Berry Managing Director of United States
c/o Pecks Management Pecks Management Partners
Partners Ltd. Ltd., a New York corporation
One Rockefeller Plaza specializing in the
New York City, NY 10020 investment managing business
Zoltan H. Zsitvay Senior Vice President of United States
c/o Donaldsen, Donaldsen, Lufkin &
Lufkin & Jenrette Jenrette Securities
140 Broadway Corporation, a Delaware
New York, NY 10005 corporation specializing in
the investment banking
business
_______________________
<FN>
<f*> Patrick Crooks. is the indenture trustee with respect to
the Bonds and is an ex-officio, non-voting member of the
Bondholders Committee. His business address is c/o Yasuda Bank
and Trust Co., HCR 62 Box 247a, Mt. Desert, ME 04660.
</TABLE>
