SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Proxy Statement
( ) Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or
14a-12
PLM INTERNATIONAL, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N.A.
-------------------------------------------------------------
(Names 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:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
( ) 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:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY
[_________], 1997
Dear Stockholder:
You are invited to attend a Special Meeting of Stockholders
of PLM International, Inc. (the "Company") to be held at 11:00 a.m.
(Pacific Time) on Wednesday, November 26, 1997, at the [A.P.
Giannini Auditorium, Concourse Level, 555 California Street, San
Francisco, California].
At the meeting, the stockholders will be asked to consider
and vote upon a proposal that would amend Article FOURTH of the
Company's Certificate of Incorporation to effect a 1-for-200
reverse stock split followed by a 200-for-1 forward stock split
of the Company's Common Stock. The Board of Directors of the
Company, having determined that the proposal and the transactions
contemplated thereby are in the best interests of the Company and
its stockholders, unanimously approved the proposal and
recommends that all stockholders of the Company vote FOR the
proposal. The Notice of Special Meeting of Stockholders and
Proxy Statement accompanying this letter describe the business to
be transacted at the meeting.
As described in more detail in the accompanying Proxy
Statement, adoption of this proposal would have the effect of
redeeming, at the current market price, all outstanding shares of
Common Stock owned by stockholders holding less than 200 shares.
As of September 29, 1997, holders of record of less than 200 shares
comprised more than 52% of the total number of record holders
of Common Stock, even though such persons collectively held only
6% of the total number of shares outstanding. Management of
the Company believes that, if approved by the Company's
stockholders, the proposal will result in savings to the Company
through the reduction of certain costs associated with
maintaining and administering such a large number of stockholder
accounts. Adoption of the proposal would also enable holders of
record of less than 200 shares to dispose of their investment at
market value and, in effect, avoid brokerage fees on the
transaction.
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, I URGE YOU TO
SIGN, DATE AND RETURN THE ENCLOSED WHITE 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,
Robert N. Tidball
President
PRELIMINARY COPY
PLM INTERNATIONAL, INC.
One Market Plaza
Steuart Street Tower, Suite 800
San Francisco, California 94105-1301
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A Special Meeting of Stockholders (the "Special Meeting") of
PLM International, Inc. (the "Company") will be held at 11:00 a.m.
(Pacific Time) on Wednesday, November 26, 1997, at the [A.P.
Giannini Auditorium, Concourse Level, 555 California Street, San
Francisco, California] in order to consider and vote upon a
proposal to amend Article FOURTH of the Company's Certificate of
Incorporation to effect a 1-for-200 reverse stock split followed
by a 200-for-1 forward stock split of the Company's Common Stock,
as more fully described in the accompanying Proxy Statement.
Holders of record of Common Stock of the Company on October
10, 1997 will be entitled to notice of, and to vote at, the
Special Meeting and any adjournment or postponement thereof. A
list of such stockholders will be available for inspection by any
stockholder of the Company at the Special Meeting.
If the proposal is approved at the Special Meeting and the
transactions contemplated thereby consummated, holders of record
of less than 200 shares of Common Stock immediately prior to the
reverse stock split who do not vote in favor of the proposal and
who otherwise comply with the applicable provisions of Section
262 of the Delaware General Corporation Law (the "DGCL") will be
entitled to assert certain appraisal rights and to obtain payment
from the Company of the "fair value" of their shares in
accordance with Section 262 of the DGCL.
The proposal and the transactions contemplated thereby are
important to the Company and its stockholders. The accompanying
Proxy Statement describes the proposal and related transactions
in detail. Please read the Proxy Statement carefully and then
complete, sign and date the enclosed white proxy card and return
it in the enclosed postage-prepaid envelope. Your prompt
response will be appreciated.
By Order of the Board of Directors
Robert N. Tidball
President
[________], 1997
San Francisco, California
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND
THE SPECIAL MEETING, WE URGE YOU TO COMPLETE, SIGN, DATE AND
RETURN THE ENCLOSED WHITE PROXY CARD IN THE ENCLOSED POSTAGE-
PREPAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE
IT IS VOTED AT THE SPECIAL MEETING. IF YOU ATTEND THE SPECIAL
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON
BY COMPLETING A BALLOT OR PROXY AT THE MEETING.
PRELIMINARY COPY
PLM INTERNATIONAL, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
[_______], 1997
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. (Pacific Time) on Wednesday, November 26, 1997,
at the [A.P. Giannini Auditorium, Concourse Level, 555 California
Street, San Francisco, California], or any adjournment or
postponements thereof (the "Special Meeting").
The Notice of Special Meeting, this Proxy Statement and the
accompanying proxy card are being mailed to stockholders on or
about [______], 1997. The costs of this proxy solicitation will
be borne by the Company. Proxies may be solicited by mail,
personal interview, telephone, telegraph and advertisements. The
Company has retained MacKenzie Partners, Inc. ("MacKenzie") to
assist in the solicitation of proxies from brokers, nominees and
individuals. MacKenzie's estimated fee for this service is
$7,500 plus reimbursement of out-of-pocket expenses incurred
in forwarding solicitation materials to stockholders of the
Company.
VOTING OF PROXIES
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Special Meeting
as specified in such proxies. If no choice is indicated, the
shares represented by a signed proxy will be voted in favor of
the proposal described in this Proxy Statement (the "Proposal").
The affirmative vote of a majority of the outstanding shares of
Common Stock, par value $.01 per share, of the Company (the
"Common Stock") will be required for approval of the Proposal.
Votes at the Special Meeting will be tabulated by one or
more independent inspectors of election appointed by the Company.
Abstentions and votes withheld by brokers in the absence of
instructions from street-name holders (broker non-votes) will be
included in the determination of shares present at the Special
Meeting for purposes of determining a quorum. Abstentions and
broker non-votes will have the effect of a vote against the
Proposal.
A stockholder submitting a proxy may revoke it at any time
before it is voted at the Special Meeting by notifying the Legal
Department of the Company in writing of such revocation, by
properly executing a subsequently dated proxy or by voting in
person at the Special Meeting.
OUTSTANDING VOTING SECURITIES
Stockholders of record on October 10, 1997 (the "Record
Date"), or their proxies, are entitled to vote at the Special
Meeting. On the Record Date, the outstanding voting stock of the
Company consisted of [______] shares of Common Stock. Each
share of Common Stock will be entitled to one vote per share on
each matter presented for a vote at the Special Meeting. There
is no provision in the Certificate of Incorporation of the
Company permitting cumulative voting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to
the Company with respect to beneficial ownership of the Common
Stock as of September 29, 1997 by (i) each stockholder known by
the Company to be the beneficial owner of more than 5% of the
Common Stock, (ii) each of the directors and named executive
officers of the Company and (iii) all directors and executive
officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENT OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER COMMON STOCK STOCK(1)
----------------------------------------------------------------------------------
<S> <C> <C>
Steel Partners II, L.P. . . . . . . 1,125,900 12
750 Lexington Avenue, 27th Floor
New York, New York 10022
Warren G. Lichtenstein(2) . . . . . . 1,125,900 12
750 Lexington Avenue, 27th Floor
New York, New York 10022
J. Michael Allgood(3) . . . . . . . . 76,621 *
Randall L.W. Caudill . . . . . . . . 0 *
D.R. Dugan(4) . . . . . . . . . . . . 30,000 *
Douglas P. Goodrich(5) . . . . . . . 117,823 1
Harold R. Somerset(6) . . . . . . . . 36,000 *
Robert N. Tidball(7) . . . . . . . . 275,439 3
Robert L. Witt . . . . . . . . . . . 5,000 *
All directors and executive
officers as a group (11
people)(8) . . . . . . . . . . . . 666,269 7
</TABLE>
_____________________
* Represents less than 1% of the outstanding shares.
(1) Computed on the basis of 9,047,566 shares of Common Stock
outstanding (excluding treasury stock). Beneficial ownership
as reported in the above table has been determined in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. Includes shares of Common Stock that would be owned
upon the exercise of outstanding options to purchase such
securities.
(2) Includes 1,125,900 shares held by Steel Partners II, L.P. The
general partner of Steel Partners II, L.P is Steel Partners,
L.L.C., of which Mr. Lichtenstein is the chief executive officer.
Mr. Lichtenstein may be deemed to be the beneficial owner of all
of such shares by virtue of his power to vote and dispose of
such shares.
(3) Includes 60,000 shares of Common Stock that may be purchased by
Mr. Allgood upon exercise of options.
(4) Includes 30,000 shares of Common Stock that may be purchased by
Mr. Dugan upon exercise of options.
(5) Includes 75,000 shares of Common Stock that may be purchased by
Mr. Goodrich upon exercise of options.
(6) Includes 30,000 shares of Common Stock that may be purchased by
Mr. Somerset upon exercise of options.
(7) Includes 170,000 shares of Common Stock that may be purchased by
Mr. Tidball upon exercise of options.
(8) Includes 415,000 shares of Common Stock that may be purchased
by directors and executive officers upon exercise of options.
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT
FOLLOWED BY A FORWARD STOCK SPLIT OF THE COMMON STOCK
GENERAL. The Board has unanimously adopted resolutions
declaring the advisability of, and submits to the stockholders
for approval, an amendment (the "Amendment") to the Company's
Certificate of Incorporation effecting (a) a reverse stock split
of the outstanding Common Stock as of 6:00 p.m. (Eastern Time) on
the date the Amendment is filed with the Secretary of State of
the State of Delaware (the "Effective Date") pursuant to which
each 200 shares of Common Stock then outstanding will be
converted into one share of Common Stock (the "Reverse Split")
and (b) a forward split of the Common Stock as of 7:00 p.m.
(Eastern Time) on the Effective Date pursuant to which each share
(or fraction thereof, excluding holdings of less than one share
resulting from the Reverse Split) of Common Stock then
outstanding will be converted into a number of shares of Common
Stock at a rate of 200-for-1 (the "Forward Split"). In lieu of
issuing the fractional shares that will result from the Reverse
Split to stockholders of record of less than 200 shares
immediately prior to the Reverse Split, the Company will make a
cash payment based on the average daily closing price per share
of the Common Stock on the American Stock Exchange for the ten
trading days immediately preceding the Effective Date, as
discussed below. The text of the Amendment is attached as
Appendix A hereto. The filing of the Amendment and the
consummation of the Transaction, including the making of cash
payments to stockholders whose shares of Common Stock are
converted into less than a whole share of Common Stock in the
Reverse Split, are collectively referred to herein as the
"Transaction".
The effect of the Transaction on the holders of Common Stock
will be as follows:
(a) The shares of Common Stock of each holder of record of
less than 200 shares of Common Stock immediately prior
to the Reverse Split will be converted in the Reverse
Split into the right to receive cash according to the
formula set forth below. See "CASH PAYMENT IN LIEU OF
SHARES" below.
(b) The shares of Common Stock of each holder of record of
200 or more shares of Common Stock immediately prior
to the Reverse Split will first be converted in the
Reverse Split into a number of shares of Common Stock
equal to the number of shares held immediately prior
to the Reverse Split divided by 200. One hour after
the Reverse Split, the number of shares of Common
Stock of each holder (other than the fractional shares
held of record by persons who held less than 200
shares immediately prior to the Reverse Split) will be
converted in the Forward Split into multiple shares of
Common Stock on the basis of 200 shares of Common
Stock for each share or fraction thereof then held.
As a result, the number of shares held by each holder
of record of 200 or more shares immediately prior to
the Reverse Split will be unchanged upon completion of
the Transaction.
ANY HOLDER OF RECORD OF LESS THAN 200 SHARES OF COMMON STOCK
WHO DESIRES TO RETAIN AN EQUITY INTEREST IN THE COMPANY AFTER THE
EFFECTIVE DATE MAY DO SO BY PURCHASING, PRIOR TO THE EFFECTIVE
DATE, A SUFFICIENT NUMBER OF SHARES OF COMMON STOCK IN THE OPEN
MARKET SUCH THAT THE TOTAL NUMBER OF SHARES HELD OF RECORD IN HIS
NAME IMMEDIATELY PRIOR TO THE REVERSE SPLIT IS EQUAL TO AT LEAST
200. ANY BENEFICIAL OWNER OF LESS THAN 200 SHARES WHO IS NOT A
HOLDER OF RECORD AND WHO DESIRES TO HAVE HIS SHARES EXCHANGED FOR
CASH PURSUANT TO THE TRANSACTION SHOULD INSTRUCT HIS BROKER TO
TRANSFER HIS SHARES INTO HIS NAME IN A TIMELY MANNER SUCH THAT
SUCH BENEFICIAL OWNER WILL BE DEEMED A HOLDER OF RECORD
IMMEDIATELY PRIOR TO THE REVERSE SPLIT.
CASH PAYMENT IN LIEU OF SHARES. In lieu of issuing the
fraction of a share of Common Stock that will result from the
Reverse Split to each holder of record of less than 200 shares,
the Company will value each outstanding share of Common Stock
held at the close of business on the Effective Date at the
average daily closing price per share of the Common Stock on the
American Stock Exchange for the ten trading days immediately
preceding the Effective Date. Such per share price is
hereinafter referred to as the "Purchase Price."
Each stockholder who holds less than 200 shares of record
immediately prior to the Reverse Split will be entitled to
receive, in lieu of the fraction of a share resulting from the
Reverse Split, cash in the amount of the Purchase Price
multiplied by the number of shares of Common Stock held by such
stockholder immediately prior to the Reverse Split. All amounts
payable to stockholders will be subject to applicable state laws
relating to abandoned property. No service charges or brokerage
commissions will be payable by stockholders in connection with
the Transaction. The Company will pay no interest on cash sums
due any such stockholder pursuant to the Transaction.
As soon as practical after the Effective Date, the Company
will mail a letter of transmittal to each holder of record of
less than 200 shares of Common Stock immediately prior to the
Reverse Split. The letter of transmittal will contain
instructions for the surrender of such certificate or
certificates to the Company's exchange agent in exchange for a
cash payment in lieu of the fractional share into which each such
holder's shares of Common Stock were converted in the Reverse
Split. No cash payment will be made to any such stockholder
until he has surrendered his outstanding certificate(s), together
with the letter of transmittal, to the Company's exchange agent.
See "EXCHANGE OF STOCK CERTIFICATES" below. The Company's
exchange agent is ChaseMellon Shareholder Services, LLC, 85
Challenger Road Maildrop-Reorg., Overpeck Centre, Ridgefield
Park, New Jersey; Attention: Reorganization Department;
Telephone: 800-777-3674.
EFFECT OF THE PROPOSED STOCK SPLITS. Upon consummation of
the Reverse Split at 6:00 p.m. (Eastern Time) on the Effective
Date, each stockholder who owned of record less than 200 shares
of Common Stock immediately prior to the Reverse Split will have
only the right to receive cash based upon the Purchase Price in
lieu of receiving less the fraction of a share resulting from the
Reverse Split. The interest of each such stockholder in the
Company will be terminated thereby, and each such stockholder
will have no right to vote as a stockholder or share in the
Company's assets, earnings or profits following the Reverse
Split.
Upon consummation of the Reverse Split at 6:00 p.m. (Eastern
Time) on the Effective Date, each stockholder who owned of record
200 or more shares of Common Stock immediately prior to the
Reverse Split will continue as a stockholder with respect to the
share or shares of Common Stock resulting from the Reverse Split.
As of 7:00 p.m. (Eastern Time) on the Effective Date, each such
share, including any fraction thereof held by such record holder
immediately after the Reverse Split, will be converted into
multiple shares of Common Stock on the basis of 200 shares of
Common Stock for each share or fraction thereof then held. Each
such stockholder will continue to share in the Company's assets,
earnings or profits, if any, to the extent of each such
stockholder's ownership of Common Stock following the
Transaction.
The Company's Certificate of Incorporation currently
authorizes the issuance of 50,000,000 shares of Common Stock.
The authorized Common Stock will not be changed by reason of the
Transaction. As of September 29, 1997, the number of outstanding
shares of Common Stock was 9,047,566. Based upon the Company's
best estimates, if the Transaction were consummated as of
such date, the number of outstanding shares of Common Stock
would be reduced by the Reverse Split from 9,047,566 to
approximately 8,478,806 or by approximately 570,000 shares,
and the number of holders of record of Common Stock would be
reduced from approximately 7,983 to approximately 3,761 or by
approximately 4,222 stockholders.
The Common Stock is currently registered under Section 12(g)
of the Exchange Act and, as a result, the Company is subject to
the periodic reporting and other requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The
Transaction will not affect the registration of the Common Stock
under the Exchange Act, and the Company has no current intention
of terminating its registration under the Exchange Act to become
a "private" company. In addition, consummation of the
Transaction is not expected to affect adversely the eligibility
of the Common Stock to be traded on the American Stock Exchange.
Based on the aggregate number of shares owned by holders of
record of less than 200 shares as of the Record Date and the
market price of the Common Stock as of such date, the Company
estimates that payments of cash in lieu of the issuance of
fractional shares to persons who held less than 200 shares of
Common Stock immediately prior to the Reverse Split will total
approximately $[______] in the aggregate ([_______] shares
multiplied by an assumed Purchase Price of $[_____] per share).
The par value of the Common Stock will remain at $.01 per
share following consummation of the Transaction, and the number
of shares of Common Stock outstanding will be reduced. The
increase in the authorized but unissued number of shares of
Common Stock resulting from the Transaction could have an anti-
takeover effect. Shares of Common Stock could, within the limits
imposed by applicable law, be issued by the Company in one or
more transactions that would make more difficult, and therefore
less likely, a takeover of the Company. Any such issuance of
additional shares of Common Stock could have the effect of
diluting the earnings per share and book value per share of
outstanding shares of Common Stock, and such additional shares
could be used to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Company. Because the
number of shares subject to redemption pursuant to the
Transaction represents only approximately [6.5]% of the total
number of shares outstanding as of the Record Date, the dilutive
effect of re-issuing any of such redeemed shares could be
expected to be correspondingly small.
PURPOSE OF THE PROPOSED STOCK SPLITS. As of the Record Date,
the Company estimates that each of approximately [4,222] record
holders of Common Stock, or approximately [53]% of the total
number of record holders, owned less than 200 shares of Common
Stock. In addition, such stockholders owning less than 200
shares own in the aggregate approximately [6]% of the
outstanding shares of Common Stock. Based upon the average daily
closing price per share of the Common Stock on the American Stock
Exchange for the ten trading days immediately preceding the
Record Date of $[____], ownership of 199 shares of Common Stock
has a market value of approximately $[______].
The cost of administering each stockholder's account and the
amount of time spent by management of the Company in responding
to stockholder requests is the same regardless of the number of
shares held in the account. Accordingly, the cost to the Company
of maintaining many small accounts is disproportionately high
when compared with the total number of shares involved. In view
of the disproportionate cost to the Company of maintaining small
stockholder accounts, management of the Company believes that it
would be beneficial to the Company and its stockholders as a
whole to eliminate the administrative burden and cost associated
with the approximately [4,222] accounts containing less than 200
shares of Common Stock. It is expected that the direct cost of
administering stockholder accounts will be reduced by up to
approximately $65,000 per year if the Transaction is
consummated.
In addition, since the Company is unable to locate a
significant number of its stockholders with small holdings, the
Company believes it would be unable to acquire the shares of
Common Stock of such stockholders, and realize the savings
described above, by making a tender offer to acquire such shares.
Accordingly, if the Company is to acquire these shares, the
Company believes it must do so by means of the Reverse Split.
Funds otherwise payable pursuant to the Transaction to a
stockholder who cannot be located will be held until proper claim
therefor is made, subject to applicable escheat laws.
Further, the Reverse Split will enable holders of record of
less than 200 shares to dispose of their investment at market
value and, in effect, avoid brokerage fees on the transaction.
Stockholders owning a small number of shares would, if they chose
to sell their shares otherwise, likely incur brokerage fees
disproportionately high relative to the market value of their
shares. In some cases, stockholders might encounter difficulty
in finding a broker willing to handle such small transactions.
If the Transaction is consummated, the Common Stock held by
the Company as treasury shares and available for subsequent
issuance would increase by approximately 570,000 shares, based
on record ownership of Common Stock as of the Record Date. While
the Company has no current specific plans to issue Common Stock
other than pursuant to the Company's existing stock option plans,
the additional treasury shares would provide the Board with
flexibility in the management of the Company's capitalization and
the provision of incentives to the Company's officers and other
employees. The additional Common Stock could be used by the
Company in connection with (i) the establishment of director or
employee stock compensation plans, (ii) the issuance of warrants
in connection with the refinancing of debt, (iii) future
acquisitions by the Company, (iv) future capital raising by the
Company and (v) other corporate purposes. Unless required by law
or regulatory authorities, no further authorization by vote of
stockholders will be sought for any future Common Stock
issuances. No stockholder will have any preemptive or other
preferential right to purchase any Common Stock that may be
issued and sold by the Company in the future.
EXCHANGE OF STOCK CERTIFICATES. As soon as practicable after
the Effective Date, the Company will send letters of transmittal,
for use in transmitting stock certificates to the Company's
designated exchange agent, to all stockholders of record who held
less than 200 shares of Common Stock immediately prior to the
Reverse Split. Upon proper completion and execution of a letter
of transmittal and return thereof to the exchange agent, together
with certificate(s), each such stockholder will receive cash in
the amount to which the holder is entitled, as described above,
in lieu of the fractional share into which such stockholder's
shares were converted in the Reverse Split. After the Reverse
Split and until surrendered, each outstanding certificate held by
a stockholder of record who held less than 200 shares immediately
prior to the Reverse Split will be deemed for all purposes to
represent only the right to receive the amount of cash to which
the holder is entitled pursuant to the Transaction. All amounts
payable to stockholders will be subject to applicable state laws
relating to abandoned property. No service charges or brokerage
commissions will be payable by stockholders in connection with
the Transaction. The Company will pay no interest on cash sums
due any such stockholder pursuant to the Transaction. See "CASH
PAYMENT IN LIEU OF SHARES" above.
In connection with the Transaction, the Common Stock will be
identified by a new CUSIP number, which will appear on all
certificates representing shares of Common Stock issued after the
Effective Date. After the Effective Date, each certificate
representing shares of Common Stock that was outstanding prior to
the Effective Date and that was held by a stockholder of record
of 200 or more shares immediately prior to the Reverse Split,
until surrendered and exchanged for a new certificate, will be
deemed for all corporate purposes to evidence ownership of the
same number of shares as is set forth on the face of the
certificate. Any stockholder desiring to receive a new
certificate bearing the new CUSIP number can do so at any time by
contacting the exchange agent at the address set forth above for
instructions for surrendering his old certificates. After the
Effective Date, an old certificate presented to the exchange
agent in settlement of a trade will be exchanged for a new
certificate bearing the new CUSIP number.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a
summary of certain Federal income tax consequences to
stockholders who receive cash pursuant to the Transaction and/or
continue to hold Common Stock immediately after the consummation
of the Transaction. This summary is based on existing Federal
income tax law, which is subject to change, possibly
retroactively. This summary does not discuss all aspects of
Federal income taxation which may be important to a particular
stockholder in light of his individual investment circumstances,
such as a stockholder who is subject to special tax rules (e.g.,
financial institutions, insurance companies, broker-dealers, tax-
exempt organizations, and foreign persons), a stockholder who
received his Common Stock as compensation for services rendered
or pursuant to the exercise of an employee stock option, or a
stockholder who has held, or will hold, his Common Stock as part
of a straddle, hedging, or conversion transaction for Federal
income tax purposes, all of whom may be subject to tax rules that
differ significantly from those discussed below. In addition,
this summary does not discuss any state, local, foreign, or other
tax considerations. This summary assumes that stockholders have
held, and will hold, their shares of Common Stock as "capital
assets" (generally, property held for investment) under the
Internal Revenue Code of 1986, as amended. Each stockholder is
urged to consult his tax advisor as to the particular Federal,
state, local, foreign, and other tax consequences, in light of
his specific tax circumstances, of receiving cash pursuant to the
Transaction and/or continuing to hold Common Stock immediately
after the consummation of the Transaction.
Consequences to Stockholders Who Exchange All of Their
Common Stock for Cash Pursuant to the Transaction
------------------------------------------------------
A stockholder who receives cash in exchange for a fractional
share pursuant to the Reverse Split, and who does not continue to
hold any Common Stock immediately thereafter, will recognize
capital gain or loss in an amount equal to the difference between
the cash received in the Transaction and his aggregate adjusted
tax basis in shares of Common Stock disposed of, provided that
the receipt of cash by the stockholder (i) results in a "complete
termination" of such stockholder's equity interest in the
Company, (ii) is "not essentially equivalent to a dividend" with
respect to such stockholder, or (iii) is "substantially
disproportionate" with respect to such stockholder, each as
discussed below. If such gain is not treated as capital gain
under any of these three tests, such gain will be treated as
ordinary dividend income to the extent of the stockholder's
ratable share of the Company's undistributed earnings and
profits, then as a tax-free return of capital to the extent of
such stockholder's aggregate adjusted tax basis in his shares,
and thereafter as capital gain. See "-- Maximum Tax Rates
Applicable to Capital Gain" below.
In applying these tests, a stockholder will be treated as
owning shares actually or constructively owned by certain
individuals and entities related to such stockholder.
A stockholder who disposes of all of his Common Stock in the
Transaction and who is not a party related to any other person
who continues to hold Common Stock immediately after the
consummation of the Transaction, will generally be treated as
having completely terminated his equity interest in the Company.
A stockholder will satisfy the "not essentially equivalent to
a dividend" test if the reduction in such stockholder's
proportionate interest in the Company resulting from the
Transaction constitutes a "meaningful reduction" given such
stockholder's particular facts and circumstances.
The receipt of cash in the Transaction will be "substantially
disproportionate" for a stockholder if the percentage of the then
outstanding shares of Common Stock actually and constructively
owned by such stockholder immediately after the consummation of
the Transaction is less than 80% of the percentage of the shares
of Common Stock actually and constructively owned by such
stockholder immediately before the consummation of the
Transaction.
Consequences to Stockholders Who Continue to Hold Common
Stock Immediately After the Consummation of the Transaction
-----------------------------------------------------------
The Company believes that the Transaction will be treated,
for Federal income tax purposes, as a "tax-free
recapitalization". Accordingly, a stockholder who continues to
hold Common Stock immediately after the consummation of the
Transaction and who receives no cash pursuant to the Transaction
will, for Federal income tax purposes, (i) not recognize any gain
or loss in the Transaction and (ii) have the same adjusted tax
basis and holding period in the Common Stock as he had in such
Common Stock immediately prior to consummating the Transaction.
Shares Held in Multiple Accounts. A stockholder who is the
holder of record of less than 200 shares of Common Stock in at
least one account and is the beneficial owner (but not a record
holder) of shares of Common Stock in at least one other account,
and thus will both beneficially own Common Stock immediately after
the consummation of the Transaction and be entitled to receive
cash pursuant to the Transaction, will generally recognize gain,
but not loss, in the Transaction in an amount equal to the lesser
of (A) the excess of the aggregate fair market value of such
shares of Common Stock over the holder's adjusted tax basis in
such shares or (B) the amount of cash received in the Transaction.
A stockholder's aggregate adjusted tax basis in his shares of
Common Stock held immediately after the consummation of the
Transaction will be equal to the aggregate adjusted tax basis in
his shares of Common Stock held immediately prior to the
consummation of the Transaction, increased by any gain recognized
in the Transaction, and decreased by the amount of cash received
in the Transaction.
Any gain recognized in the Transaction will be treated, for
Federal income tax purposes, as capital gain, provided that the
receipt of cash by the stockholder (i) results in a "complete
termination" of such stockholder's equity interest in the
Company, (ii) is "not essentially equivalent to a dividend"
with respect to such stockholder, or (iii) is "substantially
disproportionate" with respect to such stockholder, each as
discussed above under the heading "-- Consequences to
Stockholders Who Exchange All of Their Common Stock for Cash
Pursuant to the Transaction". In applying these three tests, a
stockholder may possibly take into account sales of shares of
Common Stock that occur substantially contemporaneously with the
consummation of the Transaction. If such gain is not treated as
capital gain under any of these three tests, the gain will be
treated as ordinary dividend income to the extent of the
stockholder's ratable share of the Company's undistributed
earnings and profits and thereafter as capital gain.
Maximum Tax Rates Applicable to Capital Gain
--------------------------------------------
Under the recently enacted Taxpayer Relief Act of 1997, net
capital gain (i.e., generally, capital gain in excess of capital
loss) recognized by an individual upon the sale of a capital
asset that has been held for more than 18 months will generally
be subject to tax at a rate not to exceed 20%. Net capital gain
recognized by an individual from the sale of a capital asset that
has been held for more than 12 months but not for more than 18
months will continue to be subject to tax at a rate not to exceed
28%, and capital gain recognized from the sale of a capital asset
that has been held for 12 months or less will continue to be
subject to tax at ordinary income tax rates. In addition,
capital gain recognized by a corporate taxpayer will continue to
be subject to tax at the ordinary income tax rates applicable to
corporations.
APPRAISAL RIGHTS
Under the DGCL, holders of Common Stock would ordinarily not
be entitled to appraisal rights in connection with the
Transaction. Pursuant to Section 262(c) of the DGCL, however,
the Board has included in the Amendment a provision conferring
appraisal rights upon certain holders of Common Stock in
connection with the Transaction.
If the Proposal is approved at the Special Meeting and the
Transaction consummated, holders of record of less than 200
shares of Common Stock immediately prior to the Reverse Split who
do not vote in favor of the Proposal and who otherwise comply
with the applicable statutory procedures summarized herein will
be entitled to appraisal rights under Section 262 of the DGCL
("Section 262"). A person having a beneficial interest in shares
of Common Stock held of record in the name of another person,
such as a broker or nominee, must act promptly to cause the
record holder to follow the steps summarized below properly and
in a timely manner in order to perfect such appraisal rights.
THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE
LAW PERTAINING TO APPRAISAL RIGHTS UNDER THE DGCL AND IS
QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT OF SECTION 262 WHICH
IS REPRINTED IN ITS ENTIRETY AS APPENDIX B. ALL REFERENCES IN
SECTION 262 AND IN THIS SUMMARY TO A "STOCKHOLDER" OR "HOLDER"
ARE TO THE RECORD HOLDER OF THE SHARES OF COMMON STOCK AS TO
WHICH APPRAISAL RIGHTS ARE ASSERTED.
If the Proposal is approved at the Special Meeting and the
Transaction consummated, holders of record of less than 200
shares of Common Stock immediately prior to the Reverse Split
("Appraisal Shares") who follow the procedures set forth in
Section 262 will be entitled to have their Appraisal Shares
appraised by the Delaware Chancery Court and to receive payment
in cash of the "fair value" of such Appraisal Shares, exclusive
of any element of value arising from the accomplishment or
expectation of the Transaction, together with a fair rate of
interest, if any, as determined by such court.
Under Section 262, where a proposal that (if approved) would
give rise to appraisal rights is to be submitted for approval at
a meeting of stockholders, the corporation, not less than 20 days
prior to the meeting, must notify each of its stockholders who
was such on the record date for such meeting with respect to
shares for which appraisal rights are available, that appraisal
rights are so available, and must include in such notice a copy
of Section 262.
This Proxy Statement constitutes such notice to the holders
of Appraisal Shares and the applicable statutory provisions of
the DGCL are attached to this Proxy Statement as Appendix B. Any
stockholder who wishes to exercise such appraisal rights or who
wishes to preserve his right to do so should review the following
discussion and Appendix B carefully because failure to timely and
properly comply with the procedures specified will result in the
loss of appraisal rights under the DGCL.
A HOLDER OF APPRAISAL SHARES WISHING TO EXERCISE SUCH
HOLDER'S APPRAISAL RIGHTS (A) MUST NOT VOTE IN FAVOR OF THE
PROPOSAL AND (B) MUST DELIVER TO THE COMPANY PRIOR TO THE VOTE ON
THE PROPOSAL AT THE SPECIAL MEETING A WRITTEN DEMAND FOR
APPRAISAL OF SUCH HOLDER'S APPRAISAL SHARES. A HOLDER OF
APPRAISAL SHARES WISHING TO EXERCISE SUCH HOLDER'S APPRAISAL
RIGHTS MUST BE THE RECORD HOLDER OF SUCH APPRAISAL SHARES ON THE
DATE THE WRITTEN DEMAND FOR APPRAISAL IS MADE AND MUST CONTINUE
TO HOLD SUCH APPRAISAL SHARES OF RECORD UNTIL THE CONSUMMATION OF
THE TRANSACTION. ACCORDINGLY, A HOLDER OF APPRAISAL SHARES WHO
IS THE RECORD HOLDER OF APPRAISAL SHARES ON THE DATE THE WRITTEN
DEMAND FOR APPRAISAL IS MADE, BUT WHO THEREAFTER TRANSFERS SUCH
APPRAISAL SHARES PRIOR TO THE CONSUMMATION OF THE TRANSACTION,
WILL LOSE ANY RIGHT TO APPRAISAL IN RESPECT OF SUCH APPRAISAL
SHARES.
Only a holder of record of Appraisal Shares is entitled to
assert appraisal rights for the Appraisal Shares registered in
that holder's name. A demand for appraisal should be executed by
or on behalf of the holder of record, fully and correctly, as
such holder's name appears on such holder's stock certificates.
If the Appraisal Shares are owned of record in a fiduciary
capacity, such as by a trustee, guardian or custodian, execution
of the demand should be made in that capacity, and if the
Appraisal Shares are owned of record by more than one person, as
in a joint tenancy or tenancy in common, the demand should be
executed by or on behalf of all joint owners. An authorized
agent, including one or more joint owners, may execute a demand
for appraisal on behalf of a holder of record; however, the agent
must identify the record owner or owners and expressly disclose
the fact that, in executing the demand, the agent is agent for
such owner or owners. A record holder such as a broker who holds
Appraisal Shares as nominee for several beneficial owners may
exercise appraisal rights with respect to the Appraisal Shares
held for one or more beneficial owners while not exercising such
rights with respect to the Appraisal Shares held for other
beneficial owners; in such case, the written demand should set
forth the number of Appraisal Shares as to which appraisal is
sought. When no number of Appraisal Shares is expressly
mentioned, the demand will be presumed to cover all Appraisal
Shares held in the name of the record owner. Stockholders who
hold their Appraisal Shares in brokerage accounts or other
nominee forms and who wish to exercise appraisal rights are urged
to consult with their brokers to determine the appropriate
procedures for the making of a demand for appraisal by such a
nominee.
ALL WRITTEN DEMANDS FOR APPRAISAL SHOULD BE SENT OR DELIVERED
TO PLM INTERNATIONAL, INC. AT ONE MARKET PLAZA, STEUART STREET
TOWER, SUITE 800, SAN FRANCISCO, CALIFORNIA 94105-1301
ATTENTION: LEGAL DEPARTMENT.
Within ten days after the consummation of the Transaction,
the Company will notify each stockholder who has properly
asserted appraisal rights under Section 262 and has not voted in
favor of the Proposal of the date the Transaction became
effective.
Within 120 days after the consummation of the Transaction,
but not thereafter, the Company or any stockholder who has
complied with the statutory requirements summarized above may
file a petition in the Delaware Chancery Court demanding a
determination of the fair value of the Appraisal Shares. The
Company is under no obligation to, and has no present intention
to, file a petition with respect to the appraisal of the fair
value of the Appraisal Shares. Accordingly, it is the obligation
of the holders of Appraisal Shares to initiate all necessary
action to perfect their appraisal rights within the time
prescribed in Section 262.
Within 120 days after the consummation of the Transaction,
any stockholder who has complied with the requirements for
exercise of appraisal rights will be entitled, upon written
request, to receive from the Company a statement setting forth
the aggregate number of Appraisal Shares not voted in favor of
adoption of the Proposal and with respect to which demands for
appraisal have been received and the aggregate number of holders
of such Appraisal Shares. Such statement must be mailed within
ten days after a written request therefor has been received by
the Company.
If a petition for an appraisal is timely filed, after a
hearing on such petition, the Delaware Chancery Court will
determine the stockholders entitled to appraisal rights and will
appraise the "fair value" of their Appraisal Shares, exclusive of
any element of value arising from the accomplishment or
expectation of the Transaction, together with a fair rate of
interest, if any, to be paid upon the amount determined to be the
fair value. Stockholders considering seeking appraisal should be
aware that the fair value of their Appraisal Shares, as
determined under Section 262, could be more than, the same as or
less than the value of the consideration they would otherwise
receive for their Appraisal Shares in the Transaction if they did
not seek appraisal of their Appraisal Shares. The Delaware
Supreme Court has stated that "proof of value by any techniques
or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be
considered in the appraisal proceedings.
The Delaware Chancery Court will determine the amount of
interest, if any, to be paid upon the amounts to be received by
persons whose Appraisal Shares have been appraised. The costs of
the action may be determined by the Delaware Chancery Court and
taxed upon the parties as the Delaware Chancery Court deems
equitable. The Delaware Chancery Court may also order that all
or a portion of the expenses incurred by any stockholder in
connection with an appraisal, including, without limitation,
reasonable attorneys' fees and the fees and expenses of experts
utilized in the appraisal proceeding, be charged pro rata against
the value of all of the Appraisal Shares entitled to appraisal.
Any holder of Appraisal Shares who has duly demanded an
appraisal in compliance with Section 262 will not, after the
consummation of the Transaction, be entitled to vote the
Appraisal Shares subject to such demand for any purpose or be
entitled to the payment of dividends or other distributions on
those Appraisal Shares, except for dividends or other
distributions payable to holders of record of Appraisal Shares as
of a record date prior to the consummation of the Transaction.
FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 FOR
PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH
RIGHTS, IN WHICH EVENT A STOCKHOLDER WILL BE ENTITLED TO RECEIVE
THE CONSIDERATION RECEIVABLE WITH RESPECT TO SUCH APPRAISAL
SHARES IN THE TRANSACTION.
If any stockholder who properly demands appraisal of his
Appraisal Shares under Section 262 fails to perfect, or
effectively withdraws or loses, his rights to appraisal, as
provided in the DGCL, the Appraisal Shares of such stockholder
will be converted into the right to receive the consideration
receivable with respect to such Appraisal Shares in the
Transaction. A stockholder will fail to perfect, or effectively
lose or withdraw, his appraisal rights if, among other things, no
petition for appraisal is filed by the stockholder within 120
days after the consummation of the Transaction, or if the
stockholder has delivered to the Company a written withdrawal of
his demand for appraisal. Any such attempt to withdraw an
appraisal demand more than 60 days after the consummation of the
Transaction will require the written approval of the Company.
The receipt of cash in exchange for all of a stockholder's
shares of Common Stock pursuant to the exercise of appraisal
rights will generally be treated as a taxable sale of such shares
for Federal income tax purposes. See "CERTAIN FEDERAL INCOME TAX
CONSEQUENCES -- Consequences to Stockholders Who Exchange All of
Their Common Stock for Cash Pursuant to the Transaction" above.
THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR"
THE PROPOSAL TO AMEND ARTICLE FOURTH OF THE CERTIFICATE OF
INCORPORATION TO EFFECT A 1-FOR-200 REVERSE STOCK SPLIT FOLLOWED
BY A 200-FOR-1 FORWARD STOCK SPLIT OF THE COMMON STOCK.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals from stockholders for the 1998 Annual Meeting must
be received by the Company no later than January 2, 1998 in order
to be included in the Company's Proxy Statement and form of proxy
relating to the 1998 Annual Meeting. Such proposals should be
directed to the attention of the Legal Department, PLM
International, Inc., One Market Plaza, Steuart Street Tower,
Suite 800, San Francisco, California 94105-1301.
OTHER BUSINESS
The Board does not intend to present any other items of
business at the Special Meeting. Except for the Proposal, the
Board knows of no other items that are likely to be brought
before the Special Meeting. If any other matters properly come
before the Special Meeting, the persons designated on the
enclosed proxy card will vote in accordance with their judgment
on such matters.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission are hereby incorporated by
reference in this Proxy Statement: (i) the Annual Report of the
Company on Form 10-K for the fiscal year ended December 31, 1996;
and (ii) the Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended June 30, 1997. A copy of each of such
documents is also being mailed to each stockholder of the Company
together with this Proxy Statement.
By Order of the Board of Directors
Robert N. Tidball
President
San Francisco, California
[_______], 1997
APPENDIX A
PROPOSED AMENDMENT TO ARTICLE FOURTH OF
THE CERTIFICATE OF INCORPORATION
TO EFFECT THE PROPOSED REVERSE STOCK SPLIT
AND FORWARD STOCK SPLIT
RESOLVED, that Article FOURTH of the Certificate of
Incorporation of the Company is hereby amended by adding as
Section VII to Article FOURTH the following provisions:
VII. At 6:00 p.m. (Eastern Time) on the effective date
of the amendment adding this Section VII to Article FOURTH
(the "Effective Date"), each share of Common Stock held of
record as of 6:00 p.m. (Eastern Time) on the Effective
Date shall be automatically reclassified and converted,
without further action on the part of the holder thereof,
into one-two hundredth (1/200) of one share of Common
Stock. No fractional share of Common Stock shall be
issued to any Fractional Holder (as defined below) upon
such reclassification and conversion. Except as set forth
in the immediately following sentence, from and after 6:00
p.m. on the Effective Date, each Fractional Holder shall
have no further interest as a stockholder in respect of
any such fractional share and, in lieu of receiving such
fractional share, shall be entitled to receive, upon
surrender of the certificate or certificates representing
such fractional share, the cash value of such fractional
share based upon the average daily closing price per share
of the Common Stock on the American Stock Exchange for the
10 trading days immediately preceding the Effective Date,
without interest. Appraisal rights under Section 262 of
the GCL shall be available for each such fractional share
of a Fractional Holder who has complied with the
provisions of said Section 262. As used herein, the term
"Fractional Holder" shall mean a holder of record of less
than 200 shares of Common Stock as of 6:00 p.m. (Eastern
Time) on the Effective Date, who would be entitled to less
than one whole share of Common Stock in respect of such
shares as a result of the reclassification and conversion
provided for herein.
At 7:00 p.m. (Eastern Time) on the Effective Date, each share
of Common Stock and any fraction thereof (excluding any
interest in the Company held by a Fractional Holder converted
into cash pursuant to the immediately preceding paragraph)
held by a holder of record of one or more shares of Common
Stock as of 7:00 p.m. (Eastern Time) on the Effective Date
shall be automatically reclassified and converted, without
further action on the part of the holder thereof, into
multiple shares of Common Stock on the basis of 200 shares
of Common Stock for each share of Common Stock then held.
APPENDIX B
SECTION 262 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
262 APPRAISAL RIGHTS. -- (a) Any stockholder of a corporation
of this State who holds shares of stock on the date of the making
of a demand pursuant to subsection (d) of this section with
respect to such shares, who continuously holds such shares
through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and
who has neither voted in favor of the merger or consolidation nor
consented thereto in writing pursuant to SECTION 228 of this title
shall be entitled to an appraisal by the Court of Chancery of the
fair value of the stockholder's shares of stock under the
circumstances described in subsections (b) and (c) of this
section. As used in this section, the word "stockholder" means a
holder of record of stock in a stock corporation and also a
member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words
and also membership or membership interest of a member of a
nonstock corporation; and the words "depository receipt" mean a
receipt or other instrument issued by a depository representing
an interest in one or more shares, or fractions thereof, solely
of stock of a corporation, which stock is deposited with the
depository.
(b) Appraisal rights shall be available for the shares of any
class or series of stock of a constituent corporation in a merger
or consolidation to be effected pursuant to SECTION 251 (other than
a merger effected pursuant to SECTION 251(g) of this title), SECTION
252, SECTION 254, SECTION 257, SECTION 258, SECTION 263 or SECTION
264 of this title:
(1) Provided, however, that no appraisal rights under
this section shall be available for the shares of any class
or series of stock, which stock, or depository receipts in
respect thereof, at the record date fixed to determine the
stockholders entitled to receive notice of and to vote at
the meeting of stockholders to act upon the agreement of
merger or consolidation, were either (i) listed on a national
securities exchange or designated as a national market system
security on an interdealer quotation system by the National
Association of Securities Dealers, Inc. or (ii) held of
record by more than 2,000 holders; and further provided that
no appraisal rights shall be available for any shares of
stock of the constituent corporation surviving a merger if
the merger did not require for its approval the vote of the
stockholders of the surviving corporation as provided in
subsection (f) of SECTION251 of this title.
(2) Notwithstanding paragraph (1) of this subsection,
appraisal rights under this section shall be available for
the shares of any class or series of stock of a constituent
corporation if the holders thereof are required by the terms
of an agreement of merger or consolidation pursuant to
SECTIONS 251, 252, 254, 257, 258, 263 and 264 of this title
to accept for such stock anything except:
a. Shares of stock of the corporation surviving
or resulting from such merger or consolidation, or
depository receipts in respect thereof;
b. Shares of stock of any other corporation, or
depository receipts in respect thereof, which shares
of stock or depository receipts at the effective date
of the merger or consolidation will be either listed
on a national securities exchange or designated as a
national market system security on an interdealer
quotation system by the National Association of
Securities Dealers, Inc. or held of record by more
than 2,000 holders;
c. Cash in lieu of fractional shares or fractional
depository receipts described in the foregoing
subparagraphs a. and b. of this paragraph; or
d. Any combination of the shares of stock,
depository receipts and cash in lieu of fractional
shares or fractional depository receipts described in
the foregoing subparagraphs a., b. and c. of this
paragraph.
(3) In the event all of the stock of a subsidiary Delaware
corporation party to a merger effected under SECTION 253 of this
title is not owned by the parent corporation immediately prior
to the merger, appraisal rights shall be available for the shares
of the subsidiary Delaware corporation.
(c) Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be
available for the shares of any class or series of its stock as a
result of an amendment to its certificate of incorporation, any
merger or consolidation in which the corporation is a constituent
corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains
such a provision, the procedures of this section, including those
set forth in subsections (d) and (e) of this section, shall apply
as nearly as is practicable.
(d) Appraisal rights shall be perfected as follows:
(1) If a proposed merger or consolidation for which
appraisal rights are provided under this section is to be
submitted for approval at a meeting of stockholders, the
corporation, not less than 20 days prior to the meeting, shall
notify each of its stockholders who was such on the record date
for such meeting with respect to shares for which appraisal
rights are available pursuant to subsections (b) or (c) hereof
that appraisal rights are available for any or all of the
shares of the constituent corporations, and shall include in
such notice a copy of this section. Each stockholder electing
to demand the appraisal of his shares shall deliver to the
corporation, before the taking of the vote on the merger or
consolidation, a written demand for appraisal of his shares.
Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of his
shares. A proxy or vote against the merger or consolidation
shall not constitute such a demand. A stockholder electing to
take such action must do so by a separate written demand as
herein provided. Within 10 days after the effective date of
such merger or consolidation, the surviving or resulting
corporation shall notify each stockholder of each constituent
corporation who has complied with this subsection and has not
voted in favor of or consented to the merger or consolidation
of the date that the merger or consolidation has become
effective; or
(2) If the merger or consolidation was approved pursuant to
SECTION 228 or SECTION 253 of this title, each constituent
corporation, either before the effective date of the merger or
consolidation or within ten days thereafter, shall notify each
of the holders of any class or series of stock of such
constituent corporation who are entitled to appraisal rights of
the approval of the merger or consolidation and that appraisal
rights are available for any or all shares of such class or
series of stock of such constituent corporation, and shall
include in such notice a copy of this section; provided that,
if the notice is given on or after the effective date of the
merger or consolidation, such notice shall be given by the
surviving or resulting corporation to all such holders of any
class or series of stock of a constituent corporation that are
entitled to appraisal rights. Such notice may, and, if given on
or after the effective date of the merger or consolidation,
shall, also notify such stockholders of the effective date of
the merger or consolidation. Any stockholder entitled to
appraisal rights may, within 20 days after the date of mailing
of such notice, demand in writing from the surviving or
resulting corporation the appraisal of such holder's shares.
Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the
stockholder intends thereby to demand the appraisal of such
holder's shares. If such notice did not notify stockholders of
the effective date of the merger or consolidation, either (i)
each such constituent corporation shall send a second notice
before the effective date of the merger or consolidation
notifying each of the holders of any class or series of stock
of such constituent corporation that are entitled to appraisal
rights of the effective date of the merger or consolidation or
(ii) the surviving or resulting corporation shall send such a
second notice to all such holders on or within 10 days after
such effective date; provided, however, that if such second
notice is sent more than 20 days following the sending of the
first notice, such second notice need only be sent to each
stockholder who is entitled to appraisal rights and who has
demanded appraisal of such holder's shares in accordance with
this subsection. An affidavit of the secretary or assistant
secretary or of the transfer agent of the corporation that is
required to give either notice that such notice has been given
shall, in the absence of fraud, be prima facie evidence of the
facts stated therein. For purposes of determining the
stockholders entitled to receive either notice, each
constituent corporation may fix, in advance, a record date that
shall be not more than 10 days prior to the date the notice is
given; provided, that if the notice is given on or after the
effective date of the merger or consolidation, the record date
shall be such effective date. If no record date is fixed and
the notice is given prior to the effective date, the record
date shall be the close of business on the day next preceding
the day on which the notice is given.
(e) Within 120 days after the effective date of the merger or
consolidation, the surviving or resulting corporation or any
stockholder who has complied with subsections (a) and (d) hereof
and who is otherwise entitled to appraisal rights, may file a
petition in the Court of Chancery demanding a determination of the
value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of
the merger or consolidation, any stockholder shall have the right
to withdraw his demand for appraisal and to accept the terms
offered upon the merger or consolidation. Within 120 days after the
effective date of the merger or consolidation, any stockholder who
has complied with the requirements of subsections (a) and (d)
hereof, upon written request, shall be entitled to receive from the
corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and with
respect to which demands for appraisal have been received and the
aggregate number of holders of such shares. Such written statement
shall be mailed to the stockholder within 10 days after his written
request for such a statement is received by the surviving or
resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d)
hereof, whichever is later.
(f) Upon the filing of any such petition by a stockholder,
service of a copy thereof shall be made upon the surviving or
resulting corporation, which shall within 20 days after such
service file in the office of the Register in Chancery in which the
petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their
shares and with whom agreements as to the value of their shares
have not been reached by the surviving or resulting corporation. If
the petition shall be filed by the surviving or resulting
corporation, the petition shall be accompanied by such a duly
verified list. The Register in Chancery, if so ordered by the
Court, shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the
surviving or resulting corporation and to the stockholders shown on
the list at the addresses therein stated. Such notice shall also be
given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the
City of Wilmington, Delaware or such publication as the Court deems
advisable. The forms of the notices by mail and by publication
shall be approved by the Court, and the costs thereof shall be
borne by the surviving or resulting corporation.
(g) At the hearing on such petition, the Court shall determine
the stockholders who have complied with this section and who have
become entitled to appraisal rights. The Court may require the
stockholders who have demanded an appraisal for their shares and
who hold stock represented by certificates to submit their
certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any
stockholder fails to comply with such direction, the Court may
dismiss the proceedings as to such stockholder.
(h) After determining the stockholders entitled to an appraisal,
the Court shall appraise the shares, determining their fair value
exclusive of any element of value arising from the accomplishment
or expectation of the merger or consolidation, together with a fair
rate of interest, if any, to be paid upon the amount determined to
be the fair value. In determining such fair value, the Court shall
take into account all relevant factors. In determining the fair
rate of interest, the Court may consider all relevant factors,
including the rate of interest which the surviving or resulting
corporation would have had to pay to borrow money during the
pendency of the proceeding. Upon application by the surviving or
resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion,
permit discovery or other pretrial proceedings and may proceed to
trial upon the appraisal prior to the final determination of the
stockholder entitled to an appraisal. Any stockholder whose name
appears on the list filed by the surviving or resulting corporation
pursuant to subsection (f) of this section and who has submitted
his certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is
finally determined that he is not entitled to appraisal rights
under this section.
(i) The Court shall direct the payment of the fair value of the
shares, together with interest, if any, by the surviving or
resulting corporation to the stockholders entitled thereto.
Interest may be simple or compound, as the Court may direct.
Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders
of shares represented by certificates upon the surrender to the
corporation of the certificates representing such stock. The
Court's decree may be enforced as other decrees in the Court of
Chancery may be enforced, whether such surviving or resulting
corporation be a corporation of this State or of any state.
(j) The costs of the proceeding may be determined by the Court
and taxed upon the parties as the Court deems equitable in the
circumstances. Upon application of a stockholder, the Court may
order all or a portion of the expenses incurred by any stockholder
in connection with the appraisal proceeding, including, without
limitation, reasonable attorney's fees and the fees and expenses of
experts, to be charged pro rata against the value of all the shares
entitled to an appraisal.
(k) From and after the effective date of the merger or
consolidation, no stockholder who has demanded his appraisal rights
as provided in subsection (d) of this section shall be entitled to
vote such stock for any purpose or to receive payment of dividends
or other distributions on the stock (except dividends or other
distributions payable to stockholders of record at a date which is
prior to the effective date of the merger or consolidation);
provided, however, that if no petition for an appraisal shall be
filed within the time provided in subsection (e) of this section,
or if such stockholder shall deliver to the surviving or resulting
corporation a written withdrawal of his demand for an appraisal and
an acceptance of the merger or consolidation, either within 60 days
after the effective date of the merger or consolidation as provided
in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to
an appraisal shall cease. Notwithstanding the foregoing, no
appraisal proceeding in the Court of Chancery shall be dismissed as
to any stockholder without the approval of the Court, and such
approval may be conditioned upon such terms as the Court deems
just.
(l) The shares of the surviving or resulting corporation to
which the shares of such objecting stockholders would have been
converted had they assented to the merger or consolidation shall
have the status of authorized and unissued shares of the surviving
or resulting corporation. (Last amended by Ch. 229, L'96, eff.
2-1-96 and Ch. 349, L. '96, eff. 7-1-96.)
PROXY PROXY
PLM INTERNATIONAL, INC.
SPECIAL MEETING OF STOCKHOLDERS - NOVEMBER 26, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints
Robert N. Tidball and Douglas P. Goodrich, and each of
them, true and lawful agents and proxies of the undersigned,
with full power of substitution, to represent the undersigned
and to vote all shares of Common Stock, par value $.01 per
share, of PLM International, Inc. (the "Company") that
the undersigned is entitled to vote at the Special
Meeting of Stockholders of the Company, to be held on
November 26, 1997 and at any and all adjournments and
postponements thereof, on all matters before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. HOWEVER, IF
NO VOTE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL TO AMEND ARTICLE FOURTH OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT A 1-FOR-200
REVERSE STOCK SPLIT FOLLOWED BY A 200-FOR-1 FORWARD STOCK
SPLIT.
Please mark this card, fill in the date, sign on the
reverse side and return promptly in the enclosed
envelope. No postage is necessary if mailed in the
United States.
This Proxy grants discretionary authority to vote in
accordance with the best judgment of the named proxies on
other matters that may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1
BELOW.
Item 1. Approval and adoption of the proposed amendment
to Article FOURTH of the Company's Certificate
of Incorporation to effect a 1-for-200 reverse
stock split followed by a 200-for-1 forward
stock split.
( ) FOR ( ) AGAINST ( ) ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1 ABOVE.
Date:
Signature
Signature if Held Jointly
NOTE: Please sign exactly
as name appears hereon. If
stock is held in the name
of two or more persons, all
person 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 THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
