November __, 1994
Dear Stockholder:
It is with great pleasure that the Directors and I invite
you to attend a Special Meeting of Stockholders of PLM
International, Inc. which will be held at 11:00 a.m. on December
20, 1994 at the World Trade Club, located in Room 300 in the
Ferry Building, The Embarcadero, San Francisco, California.
At the meeting, the stockholders will consider an amendment
to the Certificate of Designations of Series A Preferred Stock to
be adopted in connection with the proposed termination of the
Company's Employee Stock Ownership Plan. The Notice of the
Special Meeting of Stockholders and Proxy Statement accompanying
this letter describe the business to be transacted at the
meeting.
Whether you plan to attend the meeting or not, we urge you
to sign, date and return the enclosed proxy card in the enclosed
postage-paid envelope in order that as many shares as possible
may be represented at the meeting. The vote of every stockholder
is important and your cooperation in promptly returning your
executed proxy will be appreciated. Each proxy is revocable and
will not affect your right to vote in person in the event that
you attend the meeting. Thank you for your continued support.
Very truly yours,
J. ALEC MERRIAM
Chairman of the Board
<PAGE>
PLM INTERNATIONAL, INC.
One Market
Steuart Street Tower, Suite 900
San Francisco, California 94105
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
November __, 1994
A Special Meeting of Stockholders of PLM International, Inc.
will be held on Tuesday, December 20, 1994 at 11:00 a.m. (Pacific
Time) in the World Trade Club located in Room 300 in the Ferry
Building, The Embarcadero, San Francisco, California for the
purpose of considering and voting upon:
1. A proposal to amend the Certificate of Designations of
Series A Preferred Stock to permit the Company to
convert issued and outstanding shares of Series A
Preferred Stock into Common Stock upon termination of
the Company's Employee Stock Ownership Plan.
2. Such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record on November __, 1994 shall be entitled to
notice of, and to vote at, the Special Meeting.
By Order of the Board of Directors
STEPHEN PEARY
Senior Vice President, Secretary
and General Counsel
November __, 1994
San Francisco, California
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND
THE SPECIAL MEETING, WE URGE YOU TO SIGN, DATE AND MAIL THE
ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. IF
YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON BY
COMPLETING A BALLOT OR PROXY AT THE MEETING. YOU MAY REVOKE YOUR
PROXY AT ANY TIME BEFORE IT IS VOTED AT THE SPECIAL MEETING.
<PAGE>
PLM INTERNATIONAL, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
November __, 1994
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board") of PLM
International, Inc. ("PLM International" or the "Company") of
proxies to be voted at the Special Meeting of Stockholders to be
held at 11:00 a.m. on December 20, 1994 at the World Trade Club
in Room 300 in the Ferry Building, The Embarcadero, San
Francisco, California, or any adjournment thereof (the "Special
Meeting").
The Notice of the Special Meeting, this Proxy Statement and
the accompanying proxy card are being mailed to stockholders on
or about November __, 1994. The costs of this proxy solicitation
will be borne by the Company. Proxies may be solicited by mail,
personal interview, telephone, telegraph and advertisements.
Proxies are expected to be solicited by directors, officers and
regular employees of the Company. The directors, officers and
employees who assist in the solicitation will not receive any
additional compensation for such services and will perform such
services in addition to their usual duties. The Company has
retained MacKenzie Partners, Inc. to assist in the solicitation
of proxies from brokers, nominees and individuals. MacKenzie
Partners, Inc.'s estimated fee for this service is $5,000.
Brokers and other nominees who hold stock of the Company will be
asked to contact the beneficial owners of the shares which they
hold.
OUTSTANDING VOTING SECURITIES AND VOTE REQUIRED FOR APPROVAL
The outstanding voting stock of the Company on November __,
1994 consisted of _________ shares of Common Stock, par value
$.01 per share ("Common Stock"), and __________ shares of Series
A Cumulative Convertible Preferred Stock, par value $.01 per
share ("Preferred Stock"). Each such share of Common Stock and
Preferred Stock (collectively, the "Voting Stock") is entitled to
one vote at the Special Meeting. Only shareholders whose names
appeared on the books of the Company at the close of business on
November __, 1994 will be entitled to notice of and to vote at
the Special Meeting or at any adjournment thereof.
The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of Voting Stock of the
Company, and the holders of a majority of the outstanding shares
of Preferred Stock of the Company as a class, is necessary to
constitute a quorum at the Special Meeting. The affirmative vote
of the holders of a majority of the outstanding shares of Voting
Stock and of the holders of two-thirds (66 2/3%) of the
outstanding shares of Preferred Stock is required to approve the
proposed amendment to the Certificate of Designations of Series A
Preferred Stock.
Voting at the Special Meeting will be tabulated by one or
more inspectors of election appointed by the Company.
Abstentions and votes withheld by brokers in the absence of
instructions from street name holders as to Common Stock ("broker
non-votes") will be included in the determination of shares
present at the Special Meeting for purposes of determining a
quorum but will not be counted towards the tabulation of votes
cast on proposals submitted to stockholders. As a result, an
abstention or broker non-votes as to Common Stock will have the
effect of a "no vote" with regard to the proposed amendment to
the Certificate of Designations of Series A Preferred Stock.
<PAGE>
VOTING AND REVOCATION OF PROXIES
Holders of Common Stock
All shares of Common Stock represented by proxies received,
properly dated and executed, and not revoked will be voted at the
Special Meeting in accordance with the instructions given on the
card. If no instructions are given, the proxy will be voted FOR
the amendment to the Certificate of Designations of Series A
Preferred Stock. Any stockholder submitting a proxy may revoke
it at any time before it is voted at the Special Meeting by
notifying the Secretary of the Company in writing of such
revocation, by properly executing and delivering to the Secretary
of the Company a later-dated proxy, or by voting in person at the
Special Meeting. The Board of Directors of the Company does not
know of any other business to be brought at the Special Meeting,
but it is intended that, as to any such other business, a vote
will be cast pursuant to the proxy in accordance with the
judgment of the persons named as proxies.
Participants in Employee Stock Ownership Plan
Separate proxy cards are being transmitted to all persons
who have shares of Preferred Stock allocated to their accounts as
participants in the Company's Employee Stock Ownership Plan (the
"ESOP"). These proxy cards appoint State Street Bank and Trust
Company, which acts as Trustee for the ESOP, to vote the shares
held for the accounts of the participants in the ESOP in
accordance with the instructions noted thereon. In the event no
proxy card is received from a participant or a proxy card is
received without instructions, or in the event shares of
Preferred Stock are not yet allocated to any participant's
account, the Trustee will exercise its independent judgment in
determining whether to vote these shares in the same proportion
as the shares for which the Trustee has received instructions.
Any ESOP participant who executes and delivers a proxy to the
Trustee may revoke it at any time before it is voted at the
Special Meeting by notifying the Trustee in writing of such
revocation or by properly executing and delivering to the Trustee
a later-dated proxy. Under the terms of the ESOP, only the
Trustee can vote the shares allocated to the accounts of
participants, even if such participants attend the Special
Meeting in person.
AMENDMENT OF THE CERTIFICATE OF DESIGNATIONS OF SERIES A
PREFERRED STOCK
Description of the Proposed Amendment
On September 30, 1994, the Board of Directors unanimously
approved, and voted to recommend that the Company's common and
preferred stockholders approve, a proposed amendment to Section 5
of the Certificate of Designations of Series A Preferred Stock
(the "Certificate of Designations") which would entitle the
Company, at its option exercised concurrent with or at any time
following termination of the ESOP, to cause any or all of the
issued and outstanding shares of Preferred Stock to be converted
into Common Stock on the terms and at the conversion rate
otherwise provided in the Certificate of Designations. This
right to convert shares of Preferred Stock into Common Stock
would be in addition to, and not in lieu of, the existing
provisions of the Certificate of Designations which provide for
the automatic conversion of Preferred Stock into Common Stock
upon transfers or distributions of shares to persons other than
the ESOP Trustee or to the trustee of another qualified plan of
the Company. See "Background of the Proposed Amendment" and
"Purpose and Effect of Proposed Amendment."
The Company has announced its intention to terminate the
ESOP. See "Background of the Proposed Amendment - Termination of
the ESOP." As more fully discussed below, if the stockholders
approve the proposed amendment to the Certificate of
Designations, it is the Company's intent to cause all shares of
Preferred Stock to be converted into Common Stock upon
termination of the Company's ESOP. The full text of the proposed
amendment to Section 5 of the Certificate of Designations is set
forth in Exhibit A hereto and the summary of the proposed
amendment contained herein is qualified in its entirety by
reference to Exhibit A.
Background of the Proposed Amendment
The Preferred Stock
On August 21, 1989, the Company issued 4,923,077 shares of
Preferred Stock to the ESOP for $13.00 per share. As of the
record date for the Special Meeting, [ ] of these shares
remained issued and outstanding. Each share of Preferred Stock
is entitled to receive a fixed annual dividend of $1.43 and is
convertible at the option of the holder into and carries voting
rights equivalent to one share of Common Stock (subject to
adjustment). The Preferred Stock is redeemable at the option of
the Company at anytime after August 21, 1992, at $14.43 per
share, decreasing ratably to $13.00 per share at anytime after
August 21, 1999. In addition, the Preferred Stock is redeemable
by the Company at $13.00 per share, plus accrued but unpaid
dividends, should the ESOP cease to be a "qualified plan" as
defined in the Internal Revenue Code of 1986 (the "Code") or in
the event of certain tax law changes.
The voting rights, preferences and relative participating,
optional and special rights of the Preferred Stock are set forth
in the Certificate of Designations. Among other things, the
Certificate of Designations provides that in the event of a
transfer of any shares of Preferred Stock to any person other
than a successor Trustee of the ESOP or to the trustee of another
qualified plan sponsored by PLM International, such transferred
shares of Preferred Stock shall be automatically converted into
Common Stock at a conversion rate (the "Conversion Rate") of one
share of Common Stock for each share of Preferred Stock. The
Conversion Rate is subject to adjustment in certain
circumstances, including redemption of the Preferred Stock by the
Company and merger, consolidation or recapitalization of the
Company. There were distributions to participants of the ESOP of
509 shares of Preferred Stock in 1992; 5,381 shares in 1993; and -
___ shares to date in 1994. In accordance with the terms of the
Certificate of Designations, these shares were automatically
converted into a like number of shares of Common Stock upon
distribution.
Termination of the ESOP
The ESOP is a defined contribution plan which was
established to invest primarily in qualified employer securities
issued by the Company. On August 21, 1989, the Company borrowed
$63,654,994 from a group of banks to finance the ESOP. The
Company immediately reloaned that amount to the ESOP and made an
initial contribution to the ESOP of $345,007. The ESOP then
utilized the foregoing amount of $64,000,001 to purchase
4,923,077 shares of the Company's newly issued Preferred Stock.
All of those shares were initially held in a pledge account (the
"Loan Suspense Account") and have been released from the Loan
Suspense Account for allocation to participants as payments were
made on the ESOP's indebtedness to the Company. As a condition
to their loans to the Company, the banks required the Company to
provide security for the loans, which security, except for a
short period in 1990, took the form of cash (or cash equivalents)
deposited in a collateral account maintained by one of the banks.
This collateral is referred to as the "restricted cash
collateral." Except for the form of the collateral, the terms of
the loans from the banks to the Company and from the Company to
the ESOP have substantially identical terms and substantially
identical principal balances.
The ESOP received a determination letter from the Internal
Revenue Service which states that the ESOP (and the related
trust) are exempt from Federal income taxation under section
401(a) of the Code and qualify as an employer stock ownership
plan under section 4975(e)(7) of the Code. Under the terms of
the ESOP, all employees of the Company and its participating
subsidiaries who are United States citizens are eligible to
participate in the ESOP after the satisfaction of certain age and
service requirements. Under the terms of the ESOP, the Company
retained the right to terminate the ESOP at any time.
The Company's Board of Directors has announced its intention
to terminate the ESOP. The Board's decision was based on several
factors. First, the Company anticipated that the restricted cash
collateral initially required as part of the ESOP financing
described above could ultimately be fully accessed for use in the
Company's business. Instead, however, the banks required that
all such amounts be held in a collateral account which could only
be invested in certificates of deposit and similar low yielding
investments. The ESOP financing arrangement has for that reason
continuously reduced corporate earnings and growth. Second,
employees have generally been dissatisfied with the ESOP as a
vehicle for retirement planning. An employee stock ownership
plan like the ESOP generally provides an undiversified
investment, and the annual allocation of an increased number of
shares to participants has unfortunately been matched by a
decline in the value of the Company's outstanding Common Stock.
Further, a recent valuation of the Preferred Stock of $4.20 per
share means new participants in the ESOP will not receive
ordinary allocations of stock to their accounts since the
dividend replacement obligation will cause all ordinary
allocations (other than forfeiture allocations) to go to the
accounts of existing and former participants. The Company's
Board of Directors determined to terminate the ESOP because it
was satisfying neither the Company's nor the participants'
expectations and could not be expected to do so in the
foreseeable future. Termination of the ESOP 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. At September 30, 1994, the assets of the ESOP
consisted of 4,901,474 shares of Preferred Stock. Upon ESOP
termination, each share of Preferred Stock held by the ESOP which
has been allocated to ESOP participants will become 100% vested.
Under the Certificate of Designations as presently in effect,
upon distribution of such allocated shares to persons other than
the trustee of the Company's profit sharing plan, each allocated
share will automatically convert to one share of Common Stock.
If the proposed amendment to the Certificate of Designation is
approved, distributions of Preferred Stock to the trustee of the
Company's profit sharing plan will also be converted into Common
Stock. See "Purpose and Effect of Proposed Amendment."
Assuming termination of the ESOP 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, including up to ______
shares distributed immediately prior to the date of this Proxy
Statement to participants who are no longer employees of the
Company. 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 be surrendered in
exchange for the cancellation of all indebtedness of the ESOP
then owing to the Company. The unpaid principal balance of such
indebtedness to the Company is currently in excess of the price
($13.72 per share) at which those shares may be called for
redemption. In addition, the corresponding bank indebtedness of
the Company related to the ESOP will be repaid using restricted
cash collateral. As of September 30, 1994, the principal amount
of this indebtedness was $47,300,000 and it was fully secured by
restricted cash collateral. Depending on prevailing interest
rates at the time of termination, gain or loss may be recognized
on the liquidation of the collateral to be used to repay this
indebtedness.
Termination of the 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. Approximately $2,700,000 of previously paid,
unamortized ESOP loan fees and other costs have been charged to
earnings for the period ended September 30, 1994, which will
result in a like reduction in shareholders' equity.
Further, as a result of the ESOP 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
$5,500,000 and will result in a corresponding increase to
additional paid in capital. The Company's total stockholders'
equity will not be impacted by this accounting charge for the
allocated shares.
Proposed Termination of the 401-K Plan
In February 1988, the Company adopted the PLM International
Employers Profit Sharing and Tax Advantaged Savings Plan (the
"401-K Plan"). [Describe plan.]
Under applicable terms of the ESOP, upon its termination,
participants will have their vested account balances distributed
to their accounts in the 401-K Plan or, if they so elect,
participants may receive a direct distribution of their allocated
shares or a direct transfer of their allocated shares to eligible
rollover accounts. Because the 401-K Plan is a qualified plan,
under the present terms of the Certificate of Designations,
shares of Preferred Stock distributed to the 401-K Plan would not
convert to Common Stock but would instead continue to be held as
Preferred Stock by the trustee of the 401-K Plan. Assuming
termination of the ESOP on or about December 31, 1994, and
assuming an estimated 1,600,000 allocated shares of Preferred
Stock are transferred to the 401-K Plan, the Company would
continue to accrue as a Preferred Stock dividend an approximate
$2,288,000 unreimbursed cash obligation each year. Among other
things, this would substantially reduce the benefits sought to be
achieved by the Company from a termination of the ESOP.
As a result, the Board of Directors has proposed the
amendment to the Certificate of Designations in order to permit
shares of Preferred Stock distributed to the 401-K Plan upon
termination of the ESOP to be converted into Common Stock. If
such amendment is not approved at the Special Meeting, the Board
of Directors intends to terminate the 401-K Plan prior to or
concurrent with the termination of the ESOP. Upon termination,
all vested account balances would be distributed to participants,
who may generally rollover all or a portion of the distribution
to an IRA or a tax-qualified plan within 60 days of the
participants' receipt of the distribution. Any amounts rolled
over would not be subject to federal income taxation until
subsequently distributed from the recipient qualified plan or
IRA.
Termination of the 401-K Plan would not have any material
effect on the financial condition or results of operation of the
Company. Upon termination, employees who have outstanding loans
from their 401-K Plan accounts would be required to repay those
loans prior to termination or the unpaid balances will be treated
as taxable distributions from the 401-K Plan generally, subject
to early withdrawal penalties. In addition, in order to comply
with "safe harbor" rules promulgated by the Treasury Department,
following termination of the 401-K Plan, a period of 12 months
must elapse before a replacement Section 401-K plan may be
established for employees.
Purpose and Effect of the Proposed Amendment
General
If the amendment to the Certificate of Designations is
passed, the Company, upon termination of the ESOP, would cause
all of the issued and outstanding shares of Preferred Stock to be
converted into Common Stock on the terms and at the Conversion
Rate otherwise provided in the Certificate of Designations. In
such event, it is expected that the 401-K Plan would not be
terminated as discussed above. As a result, all shares allocated
to the accounts of ESOP participants will be transferred to their
respective 401(k) plan accounts, unless the individual
participants elect to receive a direct distribution of Common
Stock or a direct distribution to an eligible rollover account.
Certain Effects of the Proposed Amendment
As discussed above, the Certificate of Designations
presently provides for the automatic conversion of shares of
Preferred Stock into Common Stock upon termination of the ESOP
and distribution of shares to participants rather than the 401-K
Plan. The effect of the proposed amendment, upon termination of
the ESOP, is to permit the Company to cause shares of Preferred
Stock to also be converted into Common Stock upon distribution to
the 401-K Plan. If the amendment is not adopted, the Company
would still be in a position to cause all of the shares of
Preferred Stock to be converted into Common Stock upon
termination of the ESOP, but it would be necessary to terminate
the 401-K Plan in conjunction with the termination of the ESOP.
The following is a general description of certain differences in
the rights, preferences and privileges of the Company's Preferred
Stock and Common Stock:
Common Stock
Holders of Common Stock are entitled to one vote per share
on all matters to be voted on by stockholders, including the
election of directors. Subject to the rights of holders of
Preferred Stock, holders of Common Stock are entitled to receive
such dividends, if any, as may be declared from time to time by
the Board of Directors in its discretion from funds legally
available therefor. Upon liquidation or dissolution of the
Company, the holders of the Common Stock are entitled to receive
pro rata all assets remaining available for distribution to
stockholders after payment of all creditors and liquidation
preferences of any outstanding Preferred Stock. The Common Stock
has no preemptive or other subscription rights, and there are no
conversion rights or redemption or sinking fund provisions with
respect thereto.
Preferred Stock
As discussed above, Preferred Stock is currently convertible
into and carries voting rights equivalent to one share of Common
Stock. Each share of Preferred Stock is entitled to receive a
fixed annual dividend of $1.43 per share and is redeemable at the
option of the Company at $14.43 per share, decreasing ratably to
$13.00 per share at any time after August 21, 1999. Upon
liquidation of the Company, the holders of Preferred Stock are
entitled to receive liquidating distributions of $13.00 per
share, plus all accrued but unpaid dividends to the date of
distribution, before any amounts are distributed to holders of
Common Stock. Each share of Preferred Stock automatically
converts into one share of Common Stock upon transfer to any
person other than a successor Trustee of the ESOP or to the
trustee of another qualified plan of the Company.
Recommendation of the Board of Directors
The Board of Directors of the Company recommends that the
stockholders vote "FOR" the proposal to amend Section 5 of the
Certificate of Designations to permit the Company to convert
issued and outstanding shares of Series A Preferred Stock into
Common Stock upon termination of the ESOP.
OTHER BUSINESS
The Board of Directors of the Company does not intend to
present any other items of business at the Special Meeting. The
Board of Directors knows of no other items that are likely to be
brought before the meeting except those set forth in the
foregoing Notice of Special Meeting of Stockholders.
STOCKHOLDER PROPOSALS
As described in the Company's proxy statement relating to
its 1994 Annual Meeting of Stockholders, stockholder proposals
for inclusion in the Company's proxy statement and form of proxy
relating to its 1995 Annual Meeting of Stockholders must be
received by the Company no later than December 23, 1994 and must
satisfy the conditions established by the Commission for
stockholder proposals to be included in the Company's proxy
statement for that meeting.
By Order of the Board of Directors
STEPHEN PEARY
Senior Vice President, Secretary
and General Counsel
San Francisco, California
November ___, 1994
<PAGE>
EXHIBIT A
If the stockholders approve Proposal No. 1, Section 5 of the
Certificate of Designations would be amended as follows:
(1) Amend paragraph (A) of Section 5 of the Certificate of
Designations by adding a new subparagraph (A) (3) to Section 5,
which subparagraph shall read as follows:
(3) In the event that the PLM
International, Inc. Employee Stock Ownership Plan, as the
same may be amended, or any successor plan (the "Plan") is
terminated, the Company shall be entitled, at its option
and in its sole discretion, concurrent with or at any time
following termination of the Plan, to cause any or all of
the issued and outstanding shares of Series A Preferred
Stock to be converted into Common Stock, on the terms
otherwise provided herein for the conversion of shares of
Common Stock. Shares of Series A Preferred Stock that are
converted at the option of the Company pursuant to this
subsection shall be converted into the number of shares of
Common Stock that is equal to the number of shares of
Series A Preferred Stock converted multiplied by the
Conversion Rate. In the event of conversion at the option
of the Company, the Conversion Rate shall be the Conversion
Rate existing on the date that notice of conversion is sent
to the holders of Series A Preferred Stock.
(2) Amend paragraph (B) of Section 5 of the Certificate of
Designations by designating the present paragraph (B) as
subparagraph (B) (1) and by adding a new subparagraph (B) (2),
which subparagraph shall read as follows:
(2) In the event of conversion at
the option of the Company, the Board of Directors shall fix
the date upon which the conversion of shares of Series A
Preferred Stock into shares of Common Stock will be
effective, and unless otherwise required by law, notice of
conversion shall be sent to the holders of Series A
Preferred Stock at the address shown on the books of the
Company by first-class mail, postage prepaid, mailed not
less than ten (10), nor more than sixty (60) days prior to
the effective date of conversion as fixed by the Board of
Directors. Each such notice shall state: (i) the
effective date of conversion; (ii) the total number of
shares of Series A Preferred Stock to be converted and, if
fewer than all shares held by such holder are to be
converted, the number of shares held by such holder to be
converted; (iii) the Conversion Rate and number of shares
of Common Stock issuable upon conversion of Series A
Preferred Stock on the date such notice is sent; (iv) the
place where certificates for such shares of Series A
Preferred Stock are to be surrendered; and (v) that
dividends on the shares to be converted will cease to
accrue on the effective date of conversion. On or before
the effective date of conversion, the holders of the shares
of Series A Preferred Stock to be converted shall surrender
the certificate or certificates representing the shares of
Series A Preferred Stock being converted, duly assigned or
endorsed for transfer to the Company (or accompanied by
duly executed stock powers relating thereto), at the place
where certificates for such shares are to be surrendered,
as set forth in the notice of conversion, accompanied by a
notice to the Company setting forth the address to which
such holder wishes delivery to be made of such new
certificates to be issued upon such conversion.
(3) Amend paragraph (D) of Section 5 of the Certificate of
Designations by adding as the second sentence of such paragraph
(D) the following:
In the event of conversion at the option of the Company,
the conversion of shares of Series A Preferred Stock into
shares of Common Stock shall be effective as of the date
fixed by the Board of Directors as the effective date of
conversion, regardless of whether the certificate or
certificates representing any of such shares of Series A
Preferred Stock have been surrendered to the Company for
cancellation on or prior to that date, and as of the
effective date of the conversion, the holders of the Series
A Preferred Stock so converted shall not have any of the
voting powers, preferences, and relative, participating,
optional, or special rights of a holder of shares of Series
A Preferred Stock but, rather, shall have only the powers
and rights pertaining to the shares of Common Stock into
which such shares of Series A Preferred Stock shall be
converted.
<PAGE>
PLM INTERNATIONAL, INC.
One Market Plaza, Steuart Street Tower, Suite 900,
San Francisco, CA 94105
Special Meeting of Stockholders -- December 20, 1994
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints J. Alec Merriam and Allen
V. Hirsch as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to vote, as
designated below, all the shares of Common Stock of PLM
International, Inc. held of record by the undersigned on November
___, 1994 at the Special Meeting of Stockholders to be held on
December 20, 1994, or any adjournment thereof.
The Board of Directors recommends a vote FOR Proposal 1:
Proposal No. 1:
Approval of the Amendment to
the Certificate of Designations
of Preferred Stock FOR / / AGAINST / / ABSTAIN / /
This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposal 1.
Please sign exactly as name appears below.
Dated: _____________, 1994
_________________________________
Signature
________________________________
Signature (If Held Jointly)
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Please Mark, Sign, Date and Return the Proxy Card Promptly in the
Enclosed Envelope.
