[PLM International, Inc. LETTERHEAD]
PLM International, Inc.
One Market, Steuart Street Tower, Suite 800
San Francisco, CA 94105-1301
May 30, 1997
PLM INTERNATIONAL NOMINEES ENDORSED
BY INDEPENDENT ADVISORY FIRM
Dear Fellow Stockholder:
We are happy to report that Institutional Shareholder Services (ISS), a leading
independent advisor to institutional investors on proxy and other
shareholder-related matters, has recommended that their clients vote in favor of
the Company's nominees for election to the Board of Directors and support the
Company's opposition to two of five stockholder proposals (1).
IN MAKING ITS RECOMMENDATIONS TO VOTE IN FAVOR OF THE COMPANY'S NOMINEES, ISS
QUESTIONS THE DEGREE OF VALUE EITHER NOMINEES PUT FORTH BY GARY ENGLE AND HIS
STOCKHOLDER COMMITTEE COULD ADD TO THE BOARD OF DIRECTORS. ISS states that the
previous business relationship and commercial conflicts Mr. Jebsen has with the
company are "bothersome" and could represent a conflict of interest. ISS states
that Mr. Witter lacks relevant industry expertise.
Furthermore, ISS observes that apart from auctioning the Company, Engle has not
put forth any concrete business plan. BECAUSE OF ITS UNCERTAINTY REGARDING
ENGLE'S LONG-RANGE INTENTIONS AND "MANAGEMENT'S STAUNCH PROGRESS IN
REPOSITIONING THE COMPANY," ISS SEES NO REASON TO CHANGE THE BOARD OF DIRECTORS
OR OPPOSE THE COMPANY'S NOMINEES.
On May 23, Engle and his stockholder committee sent you a letter attacking
management and listing its "goals" for the Company. We believe you should review
inconsistencies between Engle's statements and his actions.
YOUR VOTE IS IMPORTANT -- PLEASE VOTE
YOUR WHITE PROXY CARD TODAY
(1) The consent of ISS to the use of quotations from its report, dated May 27,
1997, prepared by Shirley Westcott has neither been sought nor obtained.
<PAGE>
MR. ENGLE -- WHERE'S THE BEEF?
WHAT ENGLE SAYS IS NOT WHAT ENGLE DOES
ENGLE SAYS: "Sell PLM to the highest bidder" -- May 23,
1997
ENGLE DOES: In his original plan communicated to the
Company on April 28, 1997, Engle "proposes"
to make an offer of $5.00 per share for PLM
International common stock in a cash-out
merger. CONSISTENT WITH ITS FIDUCIARY
DUTIES, THE BOARD OF DIRECTORS REQUESTED
COPIES OF FINANCIAL STATEMENTS AND EVIDENCE
OF FINANCIAL CAPABILITY FROM ENGLE. In
response, Engle submits only a six sentence
letter from his bank stating it is "prepared
to work" with Engle on such a transaction.
After careful review, on May 12, 1997, the
Board of Directors announces it will no
longer pursue Engle's expression of interest
in the Company. Realizing that he can not
have the Company at his price (ISS opines
Engle's price is inadequate), he now wants
to force a sale of a Company that has for
the last nine quarters begun to show its
growth potential. ENGLE DOES NOT APPEAR TO
BE A VALUE BUILDER, LEADING US TO INQUIRE
"WHERE'S THE BEEF?"
ENGLE SAYS: Give me the list of stockholders so I can
make a tender offer for shares of PLM
International.
ENGLE DOES: The Company has previously provided a list
to Engle and is updating the list on a
regular basis. PLM International tells Engle
that it is willing to provide another list
if Engle commences a tender offer in
accordance with applicable law. ENGLE DOES
NOTHING.
ENGLE SAYS: "There are opportunities to dramatically
improve PLM's profitability."
ENGLE DOES: AS ISS HIGHLIGHTS, ENGLE HAS NOT PUT FORTH
ANY CONCRETE BUSINESS PLAN. FURTHER, ENGLE
CONCEDED TO ISS HE LACKS FAMILIARITY WITH
PLM'S STRATEGIC TRAILER LEASING BUSINESS.
Engle had so little faith in the future of
American Finance Group he sold to PLM for
only $2.0 million. Did something make him
change his mind? PLM dramatically cut costs
at American Finance Group and refocused its
lease origination business generating in
excess of $190 million in equipment leases
in 1996, AFG's first year of operations
under PLM. AFG should earn in excess of $3.5
million in 1997 alone and even more in 1998.
EVEN ISS IS INCLINED TO AGREE WITH PLM'S
MANAGEMENT THAT ENGLE SOLD AFG TOO LOW, AND
NOW THAT IT HAS SOME VALUE ADDED, ENGLE
WANTS TO REACQUIRE IT AND POSSIBLY LIQUIDATE
IT.
<PAGE>
ENGLE NEVER SAYS:
***** PLM HAS NINE CONSECUTIVE QUARTERS OF
PROFITABILITY!
***** SINCE RESTRUCTURING PLAN COMPLETED IN
1994, COMMON STOCK PRICE HAS INCREASED
132 PERCENT! ANNUALIZED RETURN TO
SHAREHOLDER SINCE FOURTH QUARTER 1994
HAS BEEN 62 PERCENT!
***** SINCE 1993, 3.5 MILLION SHARES OF
COMMON STOCK REPURCHASED AT BELOW BOOK
VALUE FOR $12.4 MILLION. 2.8 MILLION
SHARES OF PREFERRED STOCK REDEEMED!
***** LONG TERM RECOURSE DEBT REDUCED 150.8
MILLION SINCE 1991!
***** COMPANY-ADOPTED THREE PRONG STRATEGIC
PLAN IN MAY 1996 HAS ALREADY RESULTED
IN HIGHER EARNINGS!
***** COMPANY ENGAGES INVESTMENT BANKING
FIRM OF JOSEPHTHAL, LYON & ROSS TO
ASSIST THE BOARD IN ITS REVIEW OF
FINANCIAL AND STRATEGIC ALTERNATIVES!
ENGLE CHOOSES NOT TO PRESENT
THE ENTIRE PICTURE
In support of his goals, Engle has disseminated proxy materials that we believe
rely to a large extent on a one-sided view of the Company's historical results
of operations going back to 1991. To fairly evaluate management's performance
and plans, I thought you would welcome a more complete picture of the challenges
and events that influenced our decisions.
In 1991 and 1992 we, like all equipment leasing companies, faced a difficult
economy that particularly hurt our aircraft, ship and trailer markets. Since
then we have been busy with the strenuous process of repositioning PLM
International for long term growth by strengthening the Company's financial
position. In 1992 we settled litigation that unnecessarily diverted our focus
and capital from operations. OVER THE NEXT FIVE YEARS, WE MADE SUBSTANTIAL
PROGRESS THROUGH MAJOR REDUCTIONS IN TOTAL DEBT; REFINANCING OUR SENIOR DEBT ON
MORE FLEXIBLE, LESS EXPENSIVE TERMS; ELIMINATION OF THE EMPLOYEE STOCK OWNERSHIP
PLAN AND PREFERRED STOCK DIVIDEND; AND TERMINATION OF SYNDICATION ACTIVITIES.
During this period our earnings fluctuated greatly due in large part to the
decision to sell the Company's portfolio of under performing transportation
equipment.
While these improvements were achieved at a cost to the Company, namely a
smaller asset base and reduced operating lease revenue, they allowed us to
embark on our new strategy to grow the Company. THIS NEW STRATEGY, AS REFLECTED
IN THE IMPORTANT ACCOMPLISHMENTS ABOVE, IS WELL ON ITS WAY. In addition, the
Company is continuing its efforts to build further stockholder value. We have
engaged investment banking firm of Josephthal, Lyon & Ross to assist the Board
of Directors in its review of financial and strategic alternatives.
We have rebuilt PLM International into a financially sound, growth company. The
process has been difficult and at times frustrating. Indeed, ISS observes that
most of our former competing syndicators, unable to make the transition from
fund managers to equipment leasing companies, have gone into Chapter 11. DO NOT
LET ENGLE AND OTHER OPPORTUNISTS TAKE ADVANTAGE OF YOU. OUR FUTURE IS BRIGHT.
HOPEFULLY, WE WILL SHARE IT TOGETHER.
WE STRONGLY URGE YOU AGAIN TO SIGN, DATE AND MAIL THE WHITE PROXY CARD
SUPPORTING OUR SLATE OF DIRECTORS AND REJECTING THE PROPOSALS OF MR. ENGLE AND
HIS STOCKHOLDER COMMITTEE. DISREGARD ANY GREEN PROXY CARD YOU MAY RECEIVE.
If you have further questions,
please call:
[logo]
MacKenzie Partners, Inc.
156 Fifth Avenue
New York, NY 10010
CALL TOLL FREE (800) 322-2885
FAX: (212) 929-0308
SUPPORT YOUR BOARD
VOTE PLM'S WHITE PROXY CARD TODAY!
Sincerely,
/S/ ROBERT N. TIDBALL
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Robert N. Tidball
President and Chief Executive Officer
