As filed with the Securities and Exchange Commission on August 2,
1994
Registration No. 33 -
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________________________
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 the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. (BOX IS LEFT BLANK)
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")
<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 ..... 2,445,000 $3.125 $7,640,625
<CAPTION>
Amount of Registration Fee
<S> <C>
Common Stock,
$.01 par value
per share ..... $2,635.00
<F1> Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457 (c), based upon the average
of the high and low prices on July 29, 1994, as reported on the
American Stock Exchange.
</TABLE>
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
This document consists of ___ pages.
Exhibit Index on sequentially numbered page ___.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 2, 1994
PROSPECTUS
2,445,000 Shares
PLM INTERNATIONAL, INC.
Common Stock
($.01 Par Value)
This Prospectus relates to the offering from time to time by
the persons named in this Prospectus (the "Selling Stockholders")
of an aggregate of 2,445,000 shares of the common stock, $.01 par
value per share (the "Common Stock"), of PLM International, Inc.,
a Delaware corporation (the "Company"). The Company will not
receive any proceeds from the sale of the Common Stock offered
hereby.
The Selling Stockholders may offer and sell from time to
time all or any part of their respective shares of Common Stock
through agents, dealers, underwriters or market makers or
directly to prospective purchasers. Such shares will be offered
at the market price or at prices that may be negotiated by the
Selling Stockholders at the time of sale. See "Plan of
Distribution".
The Common Stock is traded on the American Stock Exchange
("AMEX") under the symbol PLM. On July 29, 1994, the closing
price of the Common Stock as reported by the AMEX was $3.125 per
share.
The aggregate proceeds to the Selling Stockholders from the
sale of the Common Stock will be the sale price of the Common
Stock less the aggregate agents' commissions or underwriting
discounts, if any. The Company will not receive any of the sale
proceeds. The Company will pay all of the expenses of this
offering, except that the Selling Stockholders will pay the cost
of any selling commissions and underwriting discounts associated
with the sale of the Common Stock. Such expenses payable by the
Company, including legal and accounting fees, are estimated to be
$18,635. The Company intends to keep the Registration Statement,
of which this Prospectus is a part, effective for a period of 24
months or, if earlier, until all of the shares of Common Stock
offered hereby have been sold hereunder.
____________________
Prospective purchasers of the Common Stock offered hereby
should carefully consider the matters set forth under "Risk
Factors" herein.
--------------------
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 ________, 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 . . . . . . . . . . . . . . . . .
4
Incorporation of Certain Information by Reference . . .
4
The Company . . . . . . . . . . . . . . . . . . . . . .
6
Recent Developments . . . . . . . . . . . . . . . . . .
6
Risk Factors . . . . . . . . . . . . . . . . . . . . .
9
Description of Common Stock . . . . . . . . . . . . . .
13
Use of Proceeds . . . . . . . . . . . . . . . . . . . .
15
Price Range of Common Stock . . . . . . . . . . . . . .
15
Selling Stockholders . . . . . . . . . . . . . . . . .
16
Plan of Distribution . . . . . . . . . . . . . . . . .
19
Legal Matters . . . . . . . . . . . . . . . . . . . . .
20
Experts . . . . . . . . . . . . . . . . . . . . . . . .
20
<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-3 (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.
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
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%).
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.
Termination of Employee Stock Ownership Plan
The Company's Board of Directors has announced its intention
to terminate the Company's ESOP. The termination is contingent
on, among other things, the receipt of a favorable IRS
determination letter as to the qualified status of the ESOP as of
the date of termination under the rules and regulations of the
Internal Revenue Code (the "Code"). Upon termination of the
ESOP, each share of Series A Preferred Stock held by the ESOP
(the "Preferred Stock") which has been allocated to ESOP
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
ESOP. 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 ESOP will result in the distribution to
each ESOP participant (or 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 will
be distributed to (or to the accounts of) a total of
approximately 315 ESOP participants. All such shares would be
freely tradeable and listed on the AMEX.
Shares of Preferred Stock held by the ESOP 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 ESOP then owing to the
Company will either be repaid or rendered uncollectible. In
addition, the corresponding bank indebtedness of the Company
related to the ESOP 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 ESOP and the related ESOP loan will
eliminate payment by the Company of the annual dividend on the
Preferred Stock now held by the ESOP. For the year ended
December 31, 1993, the aggregate pretax amount of this dividend
was $7,030,000. Termination of the ESOP will also result in a
10% excise tax imposed by the Code on the "amount realized" by
the ESOP from the disposition of the unallocated shares held by
the ESOP 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 amount
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 ESOP 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.
As a result of the termination, the cost recorded for
previously allocated ESOP shares will be adjusted as required by
current accounting principles. The impact of this 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.
<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 income (loss)
to common shares was approximately ($780,000). 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 "Recent Developments."
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 2,000,000 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 sale of
the Common Stock offered hereby. See "Selling Stockholders."
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.
Calendar Quarter High Low
1992
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
On July 29, 1994, the closing price reported on the AMEX was
$3.125 per share. At that date, the Company had approximately
13,000 shareholders of record.
<PAGE>
SELLING STOCKHOLDERS
Transcisco Industries, Inc.("Transcisco") was the original
holder of the shares of Common Stock being offered hereby by the
Selling Stockholders. 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 the
Joint Plan of Reorganization of Transcisco (the "Plan"). The
Plan provided, among other things, for the cancellation of
certain indebtedness owing to the Transcisco Official
Bondholders' Committee (the "OBC") by Transcisco in exchange for
shares of the Company's Common Stock then owned by Transcisco.
The Plan was subsequently modified to provide for a transfer of
these shares of Common Stock, including the shares being offered
hereby by the Selling Stockholders, from Transcisco and the OBC
to the Company and to the Selling Stockholders. The following
table sets forth information at the date of this Prospectus with
respect to the Selling Stockholders.
<PAGE>
<TABLE>
<CAPTION>
Number of
Shares of Number of
Common Common Percentage of
Stock Owned Stock Common Stock
Selling Prior to Offered Owned After
Stockholder Offering Hereby Offering<F1>
<S> <C> <C> <C>
HPB
Associates,
L.P 760,000 760,000 0
Davis Skaggs
Investment
Management 735,000 735,000 0
Grosfeld, JT 400,000 400,000 0
Goldberg,
Richard 75,000 75,000 0
Goldberg,
Paul TR 15,000 15,000 0
Stern, Peter 20,000 20,000 0
Pesky, Wendy 10,000 10,000 0
Stern, Robert 10,000 10,000 0
Stern,
Michael JT 20,000 20,000 0
Stern, Bernice 50,000 50,000 0
Buehler, Joan 5,000 5,000 0
Buehler, Robt 4,000 4,000 0
Eisenstein,
Joan 3,000 3,000 0
Eisenstein,
Susan 3,000 3,000 0
Silverman,
Jerry/Ira 5,000 5,000 0
Rubin, Ivan 10,000 10,000 0
Kaminsky,
Gary TR 10,000 10,000 0
Kaminsky,
Michael TR 15,000 15,000 0
Kaminsky, Gerald 37,500 37,500 0
Kaminsky, Martin 10,000 10,000 0
Hockler, Allison 15,000 15,000 0
Ratzan, Kenneth 2,500 2,500 0
Heckler,
Audrey Ira 2,500 2,500 0
Hockler, Patsy 5,000 5,000 0
Levy, Larry Ira 5,000 5,000 0
Feidelson, M. 5,000 5,000 0
Malumed, JT. 5,000 5,000 0
Weiss JT. 2,500 2,500 0
Blum, Leonard 2,500 2,500 0
Baum, Mark 2,500 2,500 0
<F1> Assumes the sale by the Selling Stockholders of all shares
offered hereby.
</TABLE>
None of the Selling Stockholders has had a material
relationship with the Company or any of its predecessors or
affiliates within the last three years. Pursuant to the terms of
a Stock Purchase Agreement entered into with each of the Selling
Stockholders relating to the acquisition by such Selling
Stockholders of the shares of Common Stock offered hereby, the
Company has agreed to use its reasonable best efforts to keep the
Registration Statement, of which this Prospectus is a part,
effective for a period of 24 months or, if earlier, until all of
the shares of Common Stock offered hereby have been sold. The
Company has also invited HPB Associates, L.P. ("HPB"), one of the
Selling Stockholders, to attend meetings of the Board of
Directors of the Company as a non-voting observer for a period of
one year from the acquisition by HPB of the shares of Common
Stock offered hereby.
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby are being sold
for the respective account of the Selling Stockholders. The
shares may be sold from time to time by the Selling Stockholders,
or their pledgees, donees, transferees or other successors in
interest. Such sales may be made on the AMEX, or otherwise, at
prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The
shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion
of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers. In effecting sales, brokers or
dealers engaged by the Selling Stockholders may arrange for other
brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, in connection with such
sales. In addition, any securities covered by this Prospectus
which qualify for sales pursuant to Commission Rule 144 may be
sold under Rule 144 rather than pursuant to this Prospectus.
At the time a particular offer of the Common Stock is made,
if required, a Prospectus Supplement will be distributed which
will set forth the number of shares of Common Stock being offered
and the terms of the offering, including the name or names of any
underwriters, dealers or agents, the purchase price paid by any
underwriter for shares of Common Stock purchased from the Selling
Stockholders, any discounts, commissions and other items
constituting compensation from the Selling Stockholders and any
discounts, commissions or concessions allowed or reallowed or
paid to dealers, and the proposed selling price to the public.
In order to comply with the applicable securities laws of
certain states, if any, the shares of Common Stock may only be
sold through registered or licensed brokers or dealers in those
states. In addition, in certain states the shares of Common
Stock may not be offered or sold unless they have been registered
or qualified for sale in such states or an exemption from such
registration or qualification requirement is available and is
complied with.
Under applicable rules and regulations under the Exchange
Act, any person engaged in the distribution of the securities may
not simultaneously bid for or purchase securities of the same
class for a period of two business days prior to the commencement
of such a distribution. In addition and without limiting the
foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-2, 10b-6 and
10b-7, in connection with transactions in the shares during the
effectiveness of the Registration Statement of which this
Prospectus forms a part. All the foregoing may affect the
marketability of the Common Stock and any market making
activities with respect to the Common Stock.
The Company has agreed to pay certain expenses incident to
the registration of the shares of Common Stock under the
Securities Act, but is not paying any sales commissions and
discounts of underwriters, dealers or agents, if any. Such
expenses payable by the Company are estimated to be $18,635. The
Company has agreed to use its best efforts to maintain the
Registration Statement in effect for up to two years. Certain of
the Selling Stockholders and any underwriter they may utilize
will be indemnified by the Company against certain civil
liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be
passed upon for the Company by Farella, Braun & Martel, San
Francisco, California.
EXPERTS
The financial statements and schedules of PLM
International, Inc. as of December 31, 1993 and 1992 and for each
of the years in the 3-year period ended December 31, 1993 have
been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick,
independent certified public accountants, incorporated by
reference herein, upon the authority of said firm as experts in
accounting and auditing. The report of KPMG Peat Marwick
covering the December 31, 1993 financial statements refers to a
change in the method of accounting for income taxes.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the offering are estimated to be as
follows:
Securities and Exchange Commission Registration Fee . .$ 2,635
Legal Fees and Expenses . . . . . . . . . . . . . 10,000*
Accounting Fees and Expenses . . . . . . . . . . 5,000*
Miscellaneous . . . . . . . . . . . . . . . . . . 1,000*
Total . . . . . . . . . . . . . . . . . . . . . . $18,635
_______________________
* 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.
4.3.1 * Stock Purchase Agreement dated June 1, 1994
between Registrant and Davis Skaggs Investment
Management.
4.3.2 * Stock Purchase Agreement dated July 20, 1994
between Registrant and Cowen & Co., on behalf of
the listed purchasers.
4.3.3 * Stock Purchase Agreement dated July 29, 1994
between Registrant and HPB Associates, L.P.
4.4 * Specimen Common Stock Certificate.
4.5 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.
23.1 * Consent of KPMG Peat Marwick.
23.2 * Consent of Farella, Braun & Martel (included in
Exhibit 5.1).
24.1 Power of Attorney (contained on page II-7 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
<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-3 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 1,
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 1, 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
Robert N. Tidball President, Chief Executive Officer,
Director and Principal Executive Officer
/s/ J. MICHAEL ALLGOOD
J. Michael Allgood Chief Financial Officer and
Principal Financial Officer
/s/ J. ALEC MERRIAM
J. Alec Merriam Chairman of the Board of Directors
/s/ ALLEN V. HIRSCH
Allen V. Hirsch Executive Vice President and Director
/s/ WALTER E. HOADLEY
Walter E. Hoadley Director
/s/ ROBERT L. PAGEL
Robert L. Pagel Director
/s/ HAROLD R. SOMERSET
Harold R. Somerset Director
PAGE
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
4.1 <PAGE>
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.<PAGE>
4.2 <PAGE>
Bylaws of Registrant, incorporated by
reference to Registrant's Form 10-K
filed with the Securities and Exchange
Commission on April 2, 1990.<PAGE>
4.3.1*
<PAGE>
Stock Purchase Agreement dated June 1,
1994 between Registrant and Davis
Skaggs Investment Management.<PAGE>
4.3.2*
<PAGE>
Stock Purchase Agreement dated July
20, 1994 between Registrant and Cowen
& Co., on behalf of the listed
purchasers.<PAGE>
4.3.3*
<PAGE>
Stock Purchase Agreement dated July
29, 1994 between Registrant and HPB
Associates, L.P.<PAGE>
4.4 *<PAGE>
Specimen Common Stock certificate.<PAGE>
4.5 <PAGE>
Rights Agreement, as amended,
incorporated by reference to
Registrant's Form 10-K filed with the
Securities and Exchange Commission on
March 31, 1993.<PAGE>
5.1 *<PAGE>
Opinion and Consent of Farella, Braun
& Martel.
<PAGE>
23.1 * Consent of KPMG Peat Marwick.<PAGE>
23.2 *<PAGE>
Consent of Farella, Braun & Martel
(included in Exhibit 5.1).<PAGE>
24.1<PAGE>
Power of Attorney (contained on page
II-7 hereof).<PAGE>
___________________
* Filed herewith
EXHIBIT 4.3.1
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT, dated this 1st day of June,
1994 (the "Agreement"), between Davis Skaggs Investment
Management, a unit of Smith Barney, Inc. (the "Purchaser") and
PLM International, Inc., a Delaware corporation ("PLM" or the
"Company").
A. PLM has offered to purchase, or to arrange for the
purchase, of 3,367,367 shares of its outstanding common stock
(the "Shares"). The Shares are owned of record by Transcisco
Industries, Inc. ("Transcisco"), although beneficial ownership is
vested in the Official Unsecured Bondholders Committee of
Transcisco (the "OBC") and Securities Holdings, L.P.
("Holdings").
B. The OBC and Holdings (collectively, the "Sellers") have
agreed to sell the Shares to PLM or to its assignees. The sale
will take place pursuant to the terms and conditions of a Stock
and Note Purchase Agreement to be negotiated and entered into
between Sellers and PLM (the "SNP Agreement").
C. Upon the terms and conditions set forth herein,
Purchaser has agreed to purchase 735,000 of the Shares from
Sellers (the "Allotted Shares") and PLM will enter into the SNP
Agreement with the Sellers in reliance upon the agreement of
Purchaser to so purchase the Allotted Shares.
NOW, THEREFORE, for good and valuable consideration and the
mutual agreements contained herein, the parties agrees as
follows:
1. Purchase and Sale.
1.1 Purchase and Sale of Shares. Subject to the terms
and conditions of this Agreement, at the closing described in
Section 1.3 (the "Closing"), Purchaser will purchase from the
Sellers the Allotted Shares.
1.2 Purchase Price. In consideration of the aforesaid
sale of the Allotted Shares, Purchaser will pay $3.25 per
Allotted Share to the Sellers at the Closing, which is an
aggregate amount of $2,388,750 in immediately available funds
(the "Purchase Price").
1.3 Closing. The Closing shall take place in San
Francisco, California concurrent with the purchase by PLM or its
assignees of the balance of the Shares pursuant to the terms of
the SNP Agreement, and upon satisfaction of the conditions to
Closing set forth in Section 4 hereof (such date is referred to
herein as the "Closing Date").
1.4 Deliveries at the Closing. At the Closing, (i)
PLM will cause the Sellers to deliver to Purchaser certificates
representing the Allotted Shares, duly endorsed in blank or
accompanied by stock powers duly executed in blank, in proper
form for transfer, and any other documents or instruments
reasonably requested by Purchaser that are necessary to transfer
good and marketable title to such Shares free and clear of any
and all liens, claims, encumbrances or restrictions, and
(ii) Purchaser will deliver the aggregate Purchase Price for the
Allotted Shares to a bank account to be designated in writing by
the Sellers prior to the Closing.
2. Representations and Warranties of the Purchaser.
Purchaser represents and warrants to PLM as follows:
2.1 Due Organization; Authority. Purchaser is a
registered investment advisor duly organized, validly existing
and in good standing under the laws of its jurisdiction of
organization. Purchaser has full power and authority to execute
this Agreement and to purchase the Allotted Shares, which
purchase will be made on behalf of funds or accounts over which
Purchaser holds sole investment and voting authority. This
Agreement has been duly and validly authorized, executed and
delivered by Purchaser and constitutes the valid and binding
obligation of Purchaser, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws and subject to general principles of
equity.
2.2 No Breach. Neither the execution of this
Agreement nor the purchase of the Allotted Shares will constitute
(or with notice or lapse of time or both will constitute) a
violation of or a default under, or conflict with, (i) the
charter documents or other governing instruments of Purchaser,
(ii) any applicable statute, law or regulation, or (iii) any
contract, commitment, agreement or arrangement to which Purchaser
is a party or to which its assets are subject.
2.3 Consents. There exists no restriction upon the
purchase of the Allotted Shares by Purchaser, and there are no
authorizations, consents or approvals of, or filings with, any
governmental or regulatory authorities or any other third party
required by Purchaser in connection with the execution or
delivery of this Agreement or the consummation by the Purchaser
of the transactions contemplated hereby.
2.4 Investigation. Purchaser acknowledges that it is
familiar with the business, financial condition and prospects of
PLM, and has had full opportunity to investigate the same, and
has been furnished such financial, business and other information
(including, without limitation, the filings of PLM on Form 10-K
for the years ended December 31, 1991, 1992 and 1993) as it has
requested to enable it to make a fully informed decision as to
the purchase of the Shares.
3. Covenants of PLM.
3.1 The Registration Statement. At or prior to the
Closing, a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities
Act") covering resale of the Allotted Shares purchased at the
Closing shall have been declared effective by the Securities and
Exchange Commission (the "Commission"). After the Closing Date,
PLM shall use its reasonable best efforts to prepare and file
with the Commission such amendments and supplements to the
Registration Statement and the prospectus used in connection
therewith to keep the Registration Statement effective until the
earlier to occur of: (i) resale of the Allotted Shares covered by
the Registration Statement or (ii) the expiration of two years
after its initial effectiveness. Purchaser will cooperate with
PLM and will provide information as required in connection with
the preparation, filing and amendment of the Registration
Statement.
4. Conditions to the Obligations of the Purchaser. The
obligations of the parties to consummate the purchase and sale of
the Allotted Shares shall be subject to the satisfaction on or at
the Closing of the following conditions:
4.1 Closing Under SNP Agreement. The purchase of the
balance of the Shares pursuant to the SNP Agreement shall have
occurred simultaneously with the Closing of the Allotted Shares,
and both shall occur on or before a date that is 120 days after
the date of this Agreement.
4.2 Bankruptcy Court Approval. The purchase and sale
of the Shares pursuant to the SNP Agreement shall have been
approved by the Bankruptcy Court pursuant to an appropriate post-
confirmation order in form and substance reasonably satisfactory
to PLM, Purchaser and the Sellers.
4.3 Senior Debt Refinancing. The Company shall have
closed the refinancing of its approximately $45,000,000 principal
amount of outstanding senior secured debt.
4.4 Registration Statement. The Registration
Statement referred to in Section 3.1 shall have become effective.
5. Miscellaneous.
5.1 Publicity. Prior to the Closing, there shall be
no public announcements of the transactions contemplated by this
Agreement, except as required by applicable disclosure
requirements under the Securities Act, the Exchange Act and stock
exchange rules or as otherwise deemed appropriate by PLM.
5.2 Specific Performance. Purchaser acknowledges and
agrees that in the event of any breach of this Agreement, PLM
would be irreparably harmed and could not be made whole by
monetary damages. It is accordingly agreed that PLM, in addition
to any other remedy to which it may be entitled at law or to
equity, shall be entitled to compel specific performance of this
Agreement.
5.3 Brokerage. PLM, on the one hand, and Purchaser,
on the other, represent and warrant to the other that the
negotiations relevant to this Agreement have been carried on by
each directly with the other and that there are no claims for
finders fees or other like payments in connection with this
Agreement or the transactions contemplated hereby for which the
other party or any of its affiliates or associates would be
liable. PLM, on the one hand, and Purchaser, on the other,
agrees to indemnify and hold the other harmless from and against
any and all claims or liabilities for finder's fees or other like
payments incurred by reason of any action taken by it.
5.4 Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and
understandings, whether oral or written, among the parties hereto
with respect to the subject matter hereof. This Agreement may
not be amended orally, but only by an instrument in writing
signed by PLM and Purchaser.
5.5 No Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
heirs, legal representatives, successors and assigns.
Notwithstanding the foregoing, this Agreement shall not be
assignable by the parties.
5.6 Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of California, without reference to the conflict of law
principles thereof.
5.7 Expenses. All fees and expenses incurred by
Purchaser in connection with this Agreement shall be borne by
Purchaser, and all fees and expenses incurred by PLM in
connection with this Agreement shall be borne by PLM.
5.8 Notices. All notices and other communications
under this Agreement shall be made either (i) if mailed, when
received, or in the case of certified mail, five days after
posting, (ii) when transmitted by hand delivery, telegram, telex,
telecopier or facsimile transmission, to the party entitled to
receive the same at the addresses indicated below or at such other
address as such party shall have specified by written notice to the
other parties hereto given in accordance herewith:
(i) if to Purchaser:
Shearson Lehman Brothers
Davis Skaggs Investment Management
One Sansome Street, Suite 3850
San Francisco, CA 94104
Attention:John G. Goode
Nadine Lucas
(ii) if to PLM, addressed to:
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
Attention:Stephen Peary, Esq.
with a copy to:
Farella, Braun & Martel
235 Montgomery Street
30th Floor
San Francisco, CA 94104
Attention:Morgan P. Guenther, Esq.
<PAGE>
IN WITNESS WHEREOF, and intending to be legally
enforced hereby, Purchaser and PLM have executed or caused this
Agreement to be executed on the date first above written.
"THE COMPANY"
PLM INTERNATIONAL, INC.
By: /s/ ROBERT N. TIDBALL
Its: President
"PURCHASER"
DAVIS SKAGGS INVESTMENT MANAGEMENT
By: /s/ JOHN G. GOODE
Its: President and Chief Executive Officer
07325\94050401
EXHIBIT 4.3.2
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT dated this 20th day of July,
1994 (the "Agreement"), between Cowen & Co. ("Cowen") on behalf
of the several purchasers listed on Exhibit A hereto (the
"Purchasers") and PLM International, Inc., a Delaware corporation
("PLM" or the "Company").
A. PLM has offered to purchase, or to arrange for the
purchase, of 3,367,367 shares of its outstanding common stock
(the "Shares"). The Shares are owned of record by Transcisco
Industries, Inc. ("Transcisco"), although beneficial ownership is
vested in the Official Unsecured Bondholders Committee of
Transcisco (the "OBC") and Securities Holdings, L.P.
("Holdings").
B. The OBC and Holdings (collectively, the "Sellers") have
agreed to sell the Shares to PLM or to its assignees. The sale
will take place pursuant to the terms and conditions of a Stock
and Note Purchase Agreement to be negotiated and entered into
between Sellers and PLM (the "SNP Agreement").
C. Upon the terms and conditions set forth herein,
Purchasers have agreed to purchase 750,000 of the Shares from
Sellers (the "Allotted Shares") and PLM will enter into the SNP
Agreement with the Sellers in reliance upon the agreement of
Purchasers to so purchase the Allotted Shares.
NOW, THEREFORE, for good and valuable consideration and the
mutual agreements contained herein, the parties agrees as
follows:
1. Purchase and Sale.
1.1 Purchase and Sale of Shares. Subject to the terms
and conditions of this Agreement, at the closing described in
Section 1.3 (the "Closing"), Purchasers will purchase from the
Sellers the Allotted Shares.
1.2 Purchase Price. In consideration of the aforesaid
sale of the Allotted Shares, Purchasers will pay $3.25 per
Allotted Share to the Sellers at the Closing, which is an
aggregate amount of $2,437,500 in immediately available funds
(the "Purchase Price").
1.3 Closing. The Closing shall take place in San
Francisco, California concurrent with the purchase by PLM or its
assignees of the balance of the Shares pursuant to the terms of
the SNP Agreement, and upon satisfaction of the conditions to
Closing set forth in Section 4 hereof (such date is referred to
herein as the "Closing Date").
1.4 Deliveries at the Closing. At the Closing, (i)
PLM will cause the Sellers to deliver to Cowen on behalf of
Purchasers certificates representing the Allotted Shares, duly
endorsed in blank or accompanied by stock powers duly executed in
blank, in proper form for transfer, and any other documents or
instruments reasonably requested by Purchasers that are necessary
to transfer good and immediately marketable title to such Shares
free and clear of any and all liens, claims, encumbrances or
restrictions, and (ii) Cowen, on behalf of Purchasers, will
deliver the aggregate Purchase Price for the Allotted Shares to a
bank account to be designated in writing by the Sellers prior to
the Closing.
2. Representations and Warranties of the Purchaser. Cowen
represents and warrants to PLM as follows:
2.1 Due Organization; Authority. Cowen is a
partnership duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization. Cowen has
full power and authority to execute this Agreement on behalf of
Purchasers and represents that, to the best of its knowledge,
each of the Purchasers is validly and duly authorized to purchase
the Allotted Shares. This Agreement has been duly and validly
authorized, executed and delivered by Cowen on behalf of
Purchasers and constitutes the valid and binding obligation of
each Purchaser, enforceable in accordance with its terms, except
as enforceability may be limited by bankruptcy, insolvency or
similar laws and subject to general principles of equity.
2.2 No Breach. To the best of Cowen's knowledge,
neither the execution of this Agreement nor the purchase of the
Allotted Shares will constitute (or with notice or lapse of time
or both will constitute) a violation of or a default under, or
conflict with, (i) the charter documents or other governing
instruments of any Purchaser, (ii) any applicable statute, law or
regulation, or (iii) any contract, commitment, agreement or
arrangement to which any Purchaser is a party or to which its
assets are subject.
2.3 Consents. To the best of Cowen's knowledge, there
exists no restriction upon the purchase of the Allotted Shares by
any Purchaser, and there are no authorizations, consents or
approvals of, or filings with, any governmental or regulatory
authorities or any other third party required by any Purchaser in
connection with the execution or delivery of this Agreement or
the consummation by any Purchaser of the transactions
contemplated hereby.
2.4 Investigation. Cowen acknowledges that each
Purchaser is familiar with the business, financial condition and
prospects of PLM, and has had full opportunity to investigate the
same, and has been furnished such financial, business and other
information (including, without limitation, the filings of PLM on
Form 10-K for the years ended December 31, 1991, 1992 and 1993)
as it has requested to enable it to make a fully informed
decision as to the purchase of the Shares.
2.5 Best Efforts. Subject to Section 3.2 below, in
the event that any Purchaser fails to purchase his portion of the
Allotted Shares as detailed on Exhibit A hereto, Cowen shall make
best efforts to locate another party to fulfill said Purchaser's
obligation.
3. Covenants of PLM.
3.1 The Registration Statement. At or prior to the
Closing, a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933 (the "Securities
Act") covering resale by each Purchaser of the Allotted Shares
purchased at the Closing shall have been declared effective by
the Securities and Exchange Commission (the "Commission"). After
the Closing Date, PLM shall use its reasonable best efforts to
prepare and file with the Commission such amendments and
supplements to the Registration Statement and the prospectus used
in connection therewith to keep the Registration Statement
effective until the earlier to occur of: (i) resale of the
Allotted Shares covered by the Registration Statement or (ii) the
expiration of two years after its initial effectiveness. Cowen,
on behalf of Purchasers, will use its reasonable best efforts to
cooperate with PLM and provide information as required in
connection with the preparation, filing and amendment of the
Registration Statement.
3.2 No Obligation to Purchase on Cowen. PLM
acknowledges and agrees that Cowen shall not, under any
circumstances, be required to purchase any of the Allotted Shares
as principal or for its own account, even in the event that a
Purchaser fails to fulfill its obligation to purchase his portion
of the Allotted Shares.
4. Conditions to the Obligations of the Purchase. The
obligations of the Purchasers and the Company to consummate the
purchase and sale of the Allotted Shares shall be subject to the
satisfaction on or at the Closing of the following conditions:
4.1 Closing Under SNP Agreement. The purchase of the
balance of the Shares pursuant to the SNP Agreement shall have
occurred simultaneously with the Closing of the Allotted Shares,
and both shall occur on or before a date that is 120 days after
the date of this Agreement.
4.2 Bankruptcy Court Approval. The purchase and sale
of the Shares pursuant to the SNP Agreement shall have been
approved by the Bankruptcy Court pursuant to an appropriate post-
confirmation order in form and substance reasonably satisfactory
to PLM, Cowen and the Sellers.
4.3 Senior Debt Refinancing. The Company shall have
closed the refinancing of its existing $45,000,000 principal
amount of senior secured debt.
4.4 Registration Statement. The Registration
Statement referred to in Section 3.1 shall have become effective.<PAGE>
5. Miscellaneous.
5.1 Publicity. Prior to the Closing, there shall be
no public announcements of the transactions contemplated by this
Agreement, except as required by applicable disclosure
requirements under the Securities Act, the Exchange Act and stock
exchange rules or as otherwise deemed appropriate by PLM.
5.2 Specific Performance. Cowen, on behalf of
Purchasers, acknowledges and agrees that in the event of any
breach of this Agreement by Purchasers, PLM may be irreparably
harmed and might not be made whole by monetary damages. It is
accordingly agreed that PLM, in addition to any other remedy to
which it may be entitled at law or in equity, shall be entitled
to make application to the appropriate judicial forum to compel
specific performance by the Purchasers of this Agreement.
5.3 Brokerage. PLM, on the one hand, and Cowen on
behalf of the Purchasers, on the other, represent and warrant to
the other that there are no claims for finders fees or other like
payments (other than brokerage commissions due to Cowen, if any,
from Purchasers) in connection with this Agreement or the
transactions contemplated hereby for which the other party or any
of its affiliates or associates would be liable. PLM, on the one
hand, and Cowen on behalf of Purchasers, on the other, agree to
indemnify and hold the other harmless from and against any and
all claims or liabilities for finder's fees or other like
payments incurred by reason of any action taken by it.
5.4 Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and
understandings, whether oral or written, among the parties hereto
with respect to the subject matter hereof. This Agreement may
not be amended orally, but only by an instrument in writing
signed by PLM and Purchasers.
5.5 No Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their
heirs, legal representatives, successors and assigns.
Notwithstanding the foregoing, this Agreement shall not be
assignable by the parties.
5.6 Governing Law. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the
State of California, without reference to the conflict of law
principles thereof.
5.7 Expenses. All fees and expenses incurred by Cowen
and/or Purchasers in connection with this Agreement shall be
borne by Purchasers, and all fees and expenses incurred by PLM in
connection with this Agreement shall be borne by PLM.
5.8 Notices. All notices and other communications
under this Agreement shall be made either (i) if mailed, when
received, or in the case of certified mail, five days after
posting, (ii) when transmitted by hand delivery, telegram, telex,
telecopier or facsimile transmission, to the party entitled to
receive the same at the addresses indicated below or at such
other address as such party shall have specified by written
notice to the other parties hereto given in accordance herewith:
(i) if to Cowen (on behalf of Purchasers):
Cowen & Co.
Financial Square
New York, New York 10005
Attention:Gerald Kaminsky,
Managing Director
(ii) if to PLM, addressed to:
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
Attention:Stephen Peary, Esq.
with a copy to:
Farella, Braun & Martel
235 Montgomery Street
30th Floor
San Francisco, CA 94104
Attention:Morgan P. Guenther, Esq.
<PAGE>
IN WITNESS WHEREOF, and intending to be legally
enforced hereby, Cowen on behalf of Purchasers and PLM have
executed or caused this Agreement to be executed on the date
first above written.
PLM INTERNATIONAL, INC.
By: /s/ ROBERT N. TIDBALL
Its: President
COWEN & CO., on behalf of the
Purchasers identified on
Exhibit A hereto
By: /s/ GERALD KAMINSKY
Its: Managing Director
EXHIBIT 5.1
August 1, 1994
PLM International, Inc.
One Market Plaza
Market Street Tower, Suite 900
San Francisco, CA 94105-1301
Re: Registration Statement on Form S-3
Registration of 2,445,000 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 2,445,000
shares of the Company's common stock, $.01 par value (the "Common
Stock"), on behalf of the selling stockholders as described in
and pursuant to the Company's Registration Statement on Form S-3
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:
(a) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware; and
(b) the 2,445,000 shares of Common Stock proposed to be
sold by the selling stockholders named in the Registration
Statement have been legally issued, and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission 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
By: /s/ FARELLA, BRAUN & MARTEL
The certificate is a single sheet of 8.5" x 11" paper, held
lengthwise. There is a blank margin approximately half an inch in
width on all sides of the paper. Around this margin is a gray
border about half an inch in width, drawn to resemble the elaborate
frame of an oil painting; at each corner of this border blooms a
single lily pointing away from the center of the paper. From the
bottom center of the border radiates a series of thin wavy gold
lines that glitter when held to the light at a certain angle,
giving the effect of the sun's rays emanating from the edge of a
horizon; these gold lines provide the background for the text of
the certificate.
The text of the certificate is as follows:
INCORPORATED UNDER THE LAWS OF
NO. SHARES
PLM INTERNATIONAL, INC.
THIS CERTIFIES THAT _______________________ is the owner of
____________________ Shares of each of the
Capital Stock of transferable only on the books of the Corporation
by the holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation this _______ day of
___________ A.D. 19___.
The words "SHARES EACH" can be found at the bottom center of the
certificate, incorporated within the gray border.
In the upper left hand corner of the certificate, right above the
words "THIS CERTIFIES THAT" of the printed text, is the drawing of
a bald eagle, its wings outstretched and beak slightly open,
perched atop a dome enshrouded in fog. (The dome is drawn
disproportionately small with respect to the eagle, for the eagle's
talons clutch the entire area of the dome.) In the distance is a
warehouse as well as the masts of a tall sailing ship.
Below this drawing, to the left of the words "IN WITNESS THEREOF"
of the text, is a round gold seal about two inches in diameter.
The second side of the certificate is done entirely in green ink,
with an approximate half-inch blank margin on all sides. The half-
inch border of intricate swirls and fleurs-de-lis surround a
rectangular area that is divided into thirds by two narrow bars.
Each third is about 6.5 inches in height and 3 inches in width.
In the middle third is printed the following text:
CERTIFICATE
FOR
SHARES
OF THE
CAPITAL STOCK
ISSUED TO
________________________
DATED
________________________
Between the word "SHARES" and "OF THE" is a portrait of a crowing
bald eagle perched with outstretched wings at the edge of a granite
promontory overlooking a calm sea; in the distance can be seen two
ships spewing threads of smoke.
To the left of the eagle drawing, in the left-hand third of the
certificate, is printed in flowing script the following text:
For value received, ____, hereby sell, assign and transfer unto
_________________________________________________ Shares of the
Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_____________________________________________________________ to
transfer the said Stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated ___________________________ 19___
In Presence of _________________________________________
Although the certificate is meant to be held lengthwise, this
script can be read only if the paper is turned crosswise.
To the right of these words, in smaller type, is the following
text:
NOTICE: THE SIGNATURE OF THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
WHATEVER.
The right-hand third of the certificate consists only of thin wavy
lines; the effect is that of a green blanket being shaken out in
the wind.
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. Our report on the financial
statements of PLM International, Inc. refers to a change in the
method of accounting for income taxes.
KPMG PEAT MARWICK
/s/ KPMG PEAT MARWICK
San Francisco, California
August 1, 1994
