SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
January 19, 1995
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-9670 94-3041257
(Commission File Number) (I.R.S. Employer
Identification No.)
One Market
Steuart Street Tower, Suite 900
San Francisco, CA 94015-1301
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code:
(800) 227-0830
<PAGE>
Item 5. Other Materially Important Events.
PLM INTERNATIONAL ANNOUNCES ESOP TERMINATION
FOR IMMEDIATE RELEASE
SAN FRANCISCO, January 19, 1995 _ PLM International, Inc.
(ASE:PLM) today announced that its Employee Stock Ownership Plan
(ESOP) and its associated $7 million annual preferred stock
dividend obligation, have been terminated by the Board of
Directors, effective January 18, 1995. The Board's decision was
based on several factors, including the fact that PLM
International was never able to freely access the funds
generated by the sale of preferred stock to the ESOP due to the
conditions of the ESOP financing. As part of the termination
process, the Company sought and recently received from the
Internal Revenue Service a favorable determination letter as to
the qualified status of the ESOP.
As a result of the ESOP termination approximately 1,553,000
common shares (converted from preferred shares on a one-to-one
basis) are being distributed to current PLM International
employees. The remaining approximate 2,787,000 unallocated
shares of preferred stock held by the ESOP trustee are being
surrendered to the Company in exchange for cancellation of the
remaining indebtedness on the ESOP. In addition, PLM's
corresponding bank indebtedness related to the ESOP is being
repaid using restricted cash collateral. As of the termination
date, the principal amount of this indebtedness was
approximately $43.1 million and was fully secured by restricted
cash collateral. All costs and the balance sheet impact
associated with the ESOP termination will be reflected in the
Company's financial statements as of 1994 year end. With the
ESOP termination, the Company's outstanding common stock totals
approximately 11,702,000 shares. There are no longer any shares
of preferred stock outstanding.
PLM International has also approved a special 30-day trading
period for its directors and executive officers to acquire (but
not sell) shares of the Company. The special trading period
will begin on Monday, January 23, 1995 and terminate February
22, 1995. All purchases by directors and executive officers
will require pre-clearance by the Company's general counsel.
PLM International President and Chief Executive Officer Robert
N. Tidball said, "The ESOP termination returns PLM International
to a streamlined capital structure and eliminates the continuing
negative impact the ESOP has had on Company earnings. This
achievement, when viewed with the recently announced purchase of
Company common stock by institutional investors, the repurchase
of approximately 922,000 shares of common stock by the Company
and the retirement of $8 million of high interest rate
subordinated debt, combined with the substantial paydown and
refinancing of our senior debt, completes our four-part plan
commenced in 1994 which represents a major turning point in the
history of PLM International.
"Furthermore, the previously announced new agreements entered
into with American Finance Group mark the beginning of what we
anticipate will be a growing trend towards consolidation as
companies merge or join forces to achieve greater operational
efficiencies and market presence. PLM's relatively low debt and
strong cash positions have us perfectly situated for this
changing environment."
PLM International is a transportation equipment leasing company
specializing in the management of equipment on operating leases.
The company is also the leading sponsor of syndicated investment
programs organized to invest primarily in transportation
equipment.
###
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
PLM INTERNATIONAL, INC.
(Registrant)
Date: January 19, 1995 By: /s/Stephen Peary
Stephen Peary
Senior Vice President
and General Counsel
