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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PLM International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PLM Stockholders Committee
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EQUIS FINANCIAL GROUP
LIMITED PARTNERSHIP
98 NORTH WASHINGTON STREET
BOSTON, MA 02114
April 25, 1997
Board of Directors
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301
Gentlemen:
I am writing to inform you, in your capacity as the Directors and
representatives of the shareholders of PLM International, Inc. ("PLM"),
subject to the fiduciary duties of Directors under applicable Delaware law,
that Equis Financial Group Limited Partnership (or an affiliated entity)
("Equis") is prepared to offer to acquire all of the outstanding shares of
Common Stock of PLM, through a cash-out merger, under the terms of which the
shareholders of PLM would receive a purchase price of $5.00 per share for
their shares. Equis is prepared to enter into a definitive Agreement with
PLM, providing for the acquisition of PLM at that price, in early May, and,
assuming the Directors of PLM are willing to pursue this matter, Equis would
be pleased to send you a proposed definitive Agreement between the parties.
I want to emphasize that Equis has the financial capability to complete
the acquisition of PLM at a price of $5.00 per share, or a total purchase
price of approximately $46,000,000, and that our proposed definitive
Agreement will accordingly NOT contain any financing condition with respect
to the purchase price qualifying Equis' obligation to complete this
transaction.
I also want to emphasize that we are prepared to proceed expeditiously
to a closing of this transaction, so that the shareholders of PLM might
receive the purchase price for their shares at an early date. If the
Directors of PLM decide to accept Equis' offer, subject, of course, to the
approval of the acquisition by the
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Board of Directors
PLM International, Inc.
April 25, 1997
Page 2
shareholders of PLM, and if the Directors and management of PLM are prepared to
act as expeditiously as we are, then we believe the acquisition could be
presented to the shareholders of PLM for their approval at the 1997 Annual
Meeting, which we understand is now scheduled to be held on June 10, 1997.
If PLM agreed to such a timetable for the acquisition, then we would complete
our due diligence investigation of PLM by late May and, assuming cooperation
by PLM and its lenders and assuming that prompt filings were made under the
Hart-Scott-Rodino Act and the required waiting period expired (or was
terminated by the FTC earlier), then the closing of the acquisition and
payment to the shareholders for their shares could take place in June,
shortly after the Annual Meeting. If PLM agreed to such a timetable, the
PLM 1997 Annual Meeting would then be devoted to the approval of this
acquisition, rather than a contest on other matters.
We realize that this proposed timetable is aggressive and that,
notwithstanding full cooperation and best efforts from all parties,
completion of the acquisition might take somewhat longer, but we believe that
the closing might still take place not later than July 31, 1997. We are also
willing to discuss any alternative timetable that you might reasonably
propose.
I hope that you will consider this proposal carefully, in accordance
with your obligations to the shareholders of PLM under Delaware law. I look
forward to receiving your response to this proposal, which I hope - and I
believe should be - positive.
Yours truly,
/s/ Gary D. Engle
Gary D. Engle, President and
Chief Executive Officer
<PAGE>
[PLM LETTERHEAD]
May 1, 1997
VIA CERTIFIED MAIL
Equis Financial Group of Limited Partnership
98 North Washington Street
Boston, MA 02114
Attention: Gary D. Engle
President and Chief Executive Officer
Gentlemen:
We are in receipt of your letter to the Board of Directors, dated April
25, 1997, indicating that Equis Financial Group Limited Partnership ("Equis")
is prepared to offer to acquire all of the outstanding shares of Common Stock
of PLM International, Inc., through a "cash-out merger," under the terms of
which the shareholders of PLM would receive a purchase price of $5.00 per
share for their shares.
The Board of Directors is always seeking ways to enhance stockholder
value. For example, in each of 1996 and 1997, the Company instituted stock
repurchase programs, each of which authorized the repurchase of up to $5
million in Common Stock. Since 1993, the Company has repurchased 3,644,088
shares of Common Stock at prices which represent a significant discount to
current trading values. We believe these repurchase programs in combination
with the Company's new strategic vision adopted in 1996 have been significant
factors in raising our stock price.
Please be advised that the Board of Directors, together with its
financial and legal advisors, intends to consider your letter in accordance
with its fiduciary responsibilities to all shareholders. However, in order
to expedite our review, and in light of the preliminary and non-binding
nature of your letter, we request that you provide us with the following
information:
1. Financial statements of Equis for its three most recent fiscal years
and year-to-date periods;
2. Resumes of the principal partners of Equis (general and limited
partners); and
3. Evidence of financial capability to complete the proposed
transaction, including term sheets, bank lines of credit, commitment
letters or other funding arrangements.
Please understand that this information is intended to assist the Board
and its advisors in properly evaluating your expression of interest, and by
making this request, we do not mean to suggest that additional information
will not be required or to comment one way or the other on the legal,
economic or other terms set forth in your letter. However, in light of your
admittedly "aggressive" timetable for a potential transaction, the sooner
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you can provide this information, the sooner the Board can proceed to
properly assess your proposal in light of the shareholders and other
interests at stake.
We appreciate your interest in PLM International, Inc.
Yours Truly,
/s/ Stephen Peary
Stephen Peary
Senior Vice President and General Counsel
<PAGE>
[EQUIS LETTERHEAD]
May 12, 1997
Stephen Peary
Senior Vice President and General Counsel
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301 BY FAX (415) 882-0860
Dear Steve:
We are in receipt of your letter to Equis Financial Group Limited Partnership
("Equis") dated May 1, 1997 requesting information regarding our financial
capabilities. In this letter you state that this request is "... in light
of the preliminary and non-binding nature of your letter ..."; please note
that our April 25, 1997 proposal to you clearly indicated that Equis is
prepared to enter into a definitive Agreement with PLM providing for a cash
out merger under the terms of which PLM shareholders would receive a purchase
price of $5.00 per share for their shares. Our letter went on to state that
such an Agreement would not contain any financing condition, and that
assuming the directors of PLM are willing to pursue this matter, Equis would
be prepared to send you a proposed definitive Agreement. We do not share your
view that "... this letter is subject to many significant contingencies ..."
as stated in Robert Tidball's May 1, 1997 letter to PLM shareholders. I hope
that PLM realizes that the items described in the third and fourth paragraphs
of the April 25, 1997 letter contained proposed dates, not contingencies.
Enclosed is a letter from Equis's primary bank, Fleet Bank, N.A., confirming
Fleet's desire to work with and finance Equis in its acquisition of PLM.
Fleet has had a banking relationship with Equis for over five years and is
very familiar with the strength and liquidity of Equis's balance sheet and
the experience of Equis's management in the equipment leasing business.
Based on the foregoing, Fleet has concluded that they have no reason to
believe that Equis will not be able to finance the acquisition of PLM.
Equis is a private company and will furnish financial statements and other
confidential information to PLM after entering into a confidentiality
agreement with respect to non public information at the time the Board of PLM
is prepared to enter into a mutually acceptable merger agreement.
In response to your request for resumes of the principal partners of Equis,
Equis Corporation is the sole general partner of Equis. I am a limited
partner of Equis and own 100% of the stock of Equis Corporation and therefor
control Equis. I have attached my biography. Geoffrey MacDonald is the only
other limited partner of Equis but has no control over, and has largely
retired from day to day management of, Equis.
98 North Washington Street, Boston, Massachusetts 02114
617 854 5800, FAX 617 523 1410
<PAGE>
Stephen Peary, Senior Vice President
Page 2
May 12, 1997
We again want to emphasize that we are prepared to proceed expeditiously to a
closing of this transaction and look forward to receiving your response to
our proposal. Provided you have a desire to move forward we are prepared to
meet on your offices on Thursday of this week.
Sincerely,
/s/ Gary D. Engle
Gary D. Engle, President and
Chief Executive Officer
enclosure
<PAGE>
Gary D. Engle is President and Chief Executive Officer of Equis Financial
Group, a Massachusetts limited partnership (formerly known as American
Finance Group) ("Equis"). Equis is engaged primarily in the business of
managing leased assets and funds holding leased assets. Mr. Engle owns the
controlling interest of Equis which he purchased in December, 1994. From 1990
to 1994, Mr. Engle was employed in various senior executive capacities at
American Finance Group. From 1987 to 1990, Mr. Engle was a principal and
co-founder of Cobb Partners Development, Inc., a real estate and mortgage
banking company, with principal offices in Florida. From 1980 to 1987, Mr.
Engle served in various capacities with Arvida Disney Company, a large scale
community real estate development company owned by the Walt Disney Company
with real estate development projects world wide. These capacities included
Senior Vice President and Chief Financial Officer, Senior Vice President and
Chief Financial Officer, Senior Vice President Acquisitions, Chief Executive
Officer of Arvida Disney Financial Service and an original Director of Disney
Development, the real estate development arm of the Walt Disney Company. Mr.
Engle has an MBA from Harvard University and a BS degree from the University
of Massachusetts (Amherst).
<PAGE>
[PLM LETTERHEAD]
VIA FACSIMILE (617) 523-1410)
- -----------------------------
May 12, 1997
Mr. Gary Engle
President and Chief Financial Officer
Equis Financial Group
98 North Washington Street
Boston, MA 02114
Dear Gary:
I have received your letter of even date indicating your are in receipt of my
letter, dated May 1, 1997 requesting information regarding, among other
things, evidence of Equis' financial capability to complete the proposed
transaction, including term sheets, bank lines of credit, commitment letters
or other funding arrangements. As you know, this information was requested to
assist the Board of Directors and its advisors in properly evaluating Equis'
expression of interest in PLM International, Inc. Attached to your letter is a
letter from Fleet Bank, N.A. stating that Fleet Bank has "no reason to
believe that Equis will not be able to obtain the financing it requests for
its proposed transaction." Fleet Bank also says it is "prepared to consider"
financing Equis' proposal pending a definitive merger agreement. Your resume
highlights numerous financial positions you have held in your career.
Therefore, you know that the Fleet Bank letter is neither a commitment nor an
agreement to lend Equis any funds to complete your proposed transaction. As I
am sure you can appreciate, the Fleet Bank letter provides me little comfort
that Equis is capable of completing the proposed transaction.
Interestingly, today's letter reiterates the statement in our letter, dated
April 25, 1997, that any "definitive agreement with PLM providing for a cash
out merger under the terms of which PLM shareholders would receive a purchase
price of $5.00 per share for their shares... would not contain any financing
condition." The Fleet Bank letter, however, states that "pending a definitive
agreement" they are prepared "to work with Equis in connection with such a
transaction." It certainly seems that a condition to Fleet Bank even
considering your proposed transaction is that a definitive agreement be in
place. Therefore, if Fleet Bank is the primary source of Equis' funds for the
proposed transaction, you cannot possibly enter into a definitive
agreement with PLM without a financing condition. Perhaps you will be kind
enough to clear this apparent inconsistency for me.
<PAGE>
Gary Engle
May 12, 1997
Page 2
Thank you for providing your resume and an outline of the principal partners
of Equis.
I will promptly pass your letter and attachments to the Board of Directors.
Sincerely,
/s/ Stephen Peary
Stephen Peary
Senior Vice President and General Counsel
<PAGE>
[EQUIS LETTERHEAD]
May 13, 1997
Stephen Peary
Senior Vice President and General Counsel
PLM International, Inc.
One Market Plaza
Steuart Street Tower, Suite 900
San Francisco, CA 94105-1301 BY FAX (415) 882-0860
---------------------
Dear Steve:
I am in receipt of your letter dated May 12, 1997 addressed to Peabody &
Brown as it relates to financing issues and your letter dated May 12, 1997
addressed to me. I am not sure of the source of your confusion since, after
reading your resume, it would appear that you too have been involved with a
number of financings and acquisitions and should certainly be aware that no
bank or other credible financing source will provide a firm commitment to
finance a transaction without even knowing the structure of the transaction.
As you well know it is common practice to negotiate the terms of a financing
package concurrently with the terms of an acquisition or merger agreement as
the two are highly interrelated. Can you have possibly expected Fleet Bank to
provide a firm commitment when you have refused to even engage in a
discussion with us? Could Fleet commit to provide such financing without even
seeing a draft of a merger agreement? Does PLM commit to finance or purchase
equipment subject to lease without knowing the terms of the leases?
We and our affiliates have purchased millions of dollars of equipment from
you and you have never once requested financing commitments prior to the
acquisition. We never provided such commitments and have never failed to
close on a purchase from you that we had previously committed to. We have
engaged you to provide remarketing services and you never once requested
evidence of our ability to pay your fees. As a matter of fact, last month
alone one of your employees solicited us to purchase more than $100 million
of equipment and not once did he ask for evidence of our financial
capabilities, and he was eager for our commitment to those transactions.
You are aware that we have financed hundreds of millions of dollars of
acquisitions. You are aware that we share numerous financing sources and are
highly experienced in the leasing business. After all of the dealings we have
had with you I am confident that your are well aware that we have the
financial capability to acquire PLM with the Fleet letter providing you with
additional (albeit unnecessary) comfort. In the end, if you simply do not
choose to negotiate with us, you and the PLM Board should simply so indicate
rather than continue this charade indefinitely. We can only surmise that,
because your have not requested to meet with us or accepted our offer to meet
with you, you do no wish to enter into a good faith discussion with us.
98 North Washington Street, Boston, Massachusetts 02114
617 854 5800, FAX 617 523 1410
<PAGE>
Stephen Peary, Senior Vice President
Page 2
May 13, 1997
I reiterate that Equis is prepared to enter into a definitive Agreement with
PLM providing for a cash out merger under the terms of which PLM shareholders
would receive a purchase price of $5.00 per share for their shares, that the
Agreement would not contain any financing contingency, and that assuming the
directors of PLM are willing to pursue this matter, Equis would be prepared
to meet immediately with you.
Sincerely,
/s/ Gary D. Engle
Gary D. Engle, President and
Chief Executive Officer
cc: PLM International, Inc., Board of Directors
