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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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14a-6(e)(2))
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/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PLM International, Inc.
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(Name of Registrant as Specified In Its Charter)
PLM Stockholders Committee
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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May 30, 1997
Dear Fellow Stockholder:
On May 27, PLM sent you another letter purporting to provide you with
additional information regarding Gary Engle. In fact, the primary reason for
this new letter appears to be to correct statements made by PLM in its May 19
letter. The following are just two such statements from PLM's recent letter.
(1) The following is the Company's acknowledgement concerning the Committee's
statement about PLM's significant net losses for the past five years.
"we do, however, acknowledge that Engle's statement is accurate in so
far as it reflects the Company's net income to common shares for these
five years"
(2) The following is an admission by the Company that at the time Equis
Financial's offer was made to PLM it represented a significant premium
to the price of PLM's stock.
"However, a $5.00 price does represent a premium to stock prices before
Engle's submission of his proposed transaction, stockholder proposals
and nominees for election to the Board, and over the historic price
levels of the past five years."
The Committee is pleased to see that the Company has set the record straight,
but frankly, if the Company is going to the considerable expense of sending
these letters out, we feel it would be more informative if the Company
dealt with more important issues, such as:
- What is the Company's position with respect to wasting resources on
Company-sponsored and paid for boondoggles such as those described in
the Committee's last letter?
- What are the specific elements of the Josephthal recommendation that
will enhance stockholder value?
- Since all progress begins with an honest self-evaluation, why does
the Company persist in arguing that their performance has been
acceptable and the Committee's performance graphs are misleading?
- Since management of the Company has never appeared to feel an urgent
need to generate higher stockholder returns, what assurances do the
stockholders have that management would "do the right thing" absent
the proposed shareholder proposals and a stronger and more independent
Board of Directors?
- Why won't the current Board of Directors engage in discussions with
potential acquirors of PLM?
The fact is stockholders have not received satisfactory answers to any of
these questions. We believe this is because management is content to hide
behind PLM's defense measures and to continue to enjoy substantial
compensation and perks while the current Board of Directors sits back and
does very little.
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NEW DIRECTORS ARE URGENTLY NEEDED.
The preliminary voting for the stockholder proposals is encouraging. It
appears that over eight years of dismal performance by a management team that
seems more concerned with their own compensation and perquisites has
resulted in a dissatisfied stockholder base. Stockholders want change; they
want accountability; they want results. The Committee's proposals are only a
part of the solution, however; adopting these proposals alone will not ensure
that your wishes are met. Electing two independent and capable directors is
critically important. In order to support the Committee nominees, you must
vote the Green Card even if you have already voted.
YOU ARE THE OWNERS OF PLM DO YOU TRUST THE CURRENT BOARD WILL PUT AN END
TO MANAGEMENT'S BOONDOOGLES TO FRANCE, CANADA, AUSTRALIA AND
THE FOUR CORNERS OF THE WORLD?
The wishes of the stockholders must be represented at each and every meeting
of the Board. You are the owners of the Company, but you have only one
opportunity each year to express your wishes, and even then, without a group
of concerned stockholders such as the Committee, the agenda you vote on is
narrowly selected by the same management team that has presided over the poor
performance of the past eight years. The management and direction of the
Company is shaped each month at meetings of the Board and its various
committees. It is important that there are at least two directors who
support the philosophy behind the stockholders' proposals.
A VOTE FOR THE COMMITTEE'S NOMINEES IS NOT A VOTE TO SELL THE COMPANY
TO EQUIS FOR $5.00 PER SHARE.
The Committee's nominees are committed to realizing the highest possible
value for PLM stockholders. First, the Committee's nominees will represent a
minority of the Board. The Board of Directors of the Company has the right
to expand the Board and appoint Bob Tidball to the Board, even if the
stockholders vote him out. The Board could do exactly that upon Bob
Tidball's loss. This would mean that the Committee nominees would represent
two of the seven votes, not enough to effect change unless two of the other
four or five directors voted with them. This fact ensures that no member of
the Committee could expect preferential treatment from the Company. Our
nominees place on the Board merely ensures that your agenda will be heard at
each and every meeting, and that if you want these proposals enacted, they
will be there fighting on your behalf.
Secondly, the Committee's nominees are capable and independent executives
with no preexisting commitments to Equis, Gary Engle or anyone, except the
stockholders. Malcolm Witter and Peter Jebsen are seasoned business
executives in their early 40's each of whom has enjoyed early and significant
successes in his career. Both are experienced in managing tightly controlled
businesses, and most importantly, both have managed businesses in which they
have had significant personal investments. In other words, both are quite
used to "eating their own cooking." This stands in marked contrast to the
existing Board and management team of the Company, where no individual has
invested a meaningful amount of his own capital in PLM's stock. This is
significant. When management spends its own money, you won't find
extravagant expense accounts and frivolous boondoggles.
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HOW TO ENSURE THE ELECTION OF THE COMMITTEE'S NOMINEES
If you vote the white card, you cannot vote for the Committee's
nominees. You can vote for the Committee's nominees only by signing, dating
and mailing the enclosed GREEN PROXY CARD today. This will be your last
chance to be heard for another year. If you have any questions or require
assistance in voting your proxy please call our proxy solicitors Bill Fiske
or Paul Hebert, Corporate Investor Communications, Inc., at (800) 640-6242.
Sincerely,
PLM Stockholders Committee
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YOUR VOTE IS EXTREMELY IMPORTANT
No matter how many or how few PLM shares you own, please vote FOR the
COMMITTEE NOMINEES an IN FAVOR OF the COMMITTEE PROPOSALS by SIGNING,
MARKING, DATING and MAILING you GREEN PROXY CARD in the enclosed postage-paid
envelope.
If you wish to vote for our nominees and in favor of our proposals, you must
submit the enclosed GREEN PROXY CARD and must not later submit PLM's white
proxy card.
If you have already voted and returned PLM's white proxy card, you have every
legal right to change your mind and vote FOR OUR NOMINEES and IN FAVOR OF the
COMMITTEE PROPOSALS by simply submitting a later dated GREEN PROXY CARD. Only
you latest dated proxy card will be counted at the Annual Meeting.
If you own your shares in the name of a broker or other nominee, you must
tell your broker or nominee how to vote your shares. Your broker or nominee
cannot vote your shares without specific instructions form you. These
instructions can be given by completing and returning the GREEN PROXY CARD
today.
TIME IS OF THE ESSENCE. PLEASE VOTE AND RETURN YOUR COMPLETED AND SIGNED
GREEN PROXY CARD TODAY.
If you have any questions or need assistance in voting your shares or in
changing your vote, please contact Bill Fiske or Paul Hebert at the toll-free
number listed below.
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Toll Free Telephone (800) 640-6242
Facsimile (201) 804-8017
