<PAGE>
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))
/X/ 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:
------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
[Letterhead]
C/O CORPORATE INVESTOR COMMUNICATIONS, INC.
1-(800) 640-6242
May 9, 1997
Dear Fellow Stockholders of PLM International, Inc.:
Enclosed is a Proxy Statement and form of proxy being sent to you by a group
of your fellow stockholders, the PLM Stockholders Committee (the "Committee"),
of PLM International, Inc. ("PLM") in connection with our solicitation of
proxies to be used at the 1997 Annual Meeting of Stockholders to be held on June
10, 1997, at 1:00 p.m., Pacific Time. The Committee was formed for the purpose
of effecting certain changes intended to maximize stockholder value and increase
the level of accountability to the stockholders by PLM's Board of Directors (the
"Board") and management. We urge you to join us. Please vote FOR the Committee's
two nominees for director and IN FAVOR OF our five proposals by signing and
returning the enclosed green proxy card today.
HOW DO YOU FEEL MANAGEMENT OF PLM HAS PERFORMED?
Since year end 1991 PLM has incurred nearly $22.7 million of cumulative net
losses.
The value of your stock since Robert Tidball has been CEO declined from
$9.50 per share to approximately $3.50 per share just prior to the recent
announcement of a new stock repurchase plan. From the beginning of 1992 through
the end of 1996, PLM reported cumulative net losses of $22.7 million, which is a
loss of approximately 34% of the $66.0 million stockholders' equity of PLM as of
December 31, 1991. Revenue has declined by 29% over the last five years. In 1996
PLM purchased a significant number of its own shares at above market prices in
privately negotiated transactions, which we believe helped defeat a stockholder
proposal to do away with management's "Golden Parachutes." In 1997, after the
submission of our proposals for the upcoming Annual Meeting that are designed to
increase Board and management accountability, PLM announced another stock
repurchase plan. Despite PLM's poor performance, PLM management has received
performance bonuses each and every year.
During the five-year period ending 1996, PLM has incurred cumulative net
losses of nearly $22.7 million while at the same time the top five officers of
PLM were paid in excess of $9 million, including performance bonuses each and
every year. To put this level of compensation in perspective, at $3.50 per
share, PLM is valued at approximately $32 million.
The following charts illustrate the deterioration in the value of PLM since
the approximate time current management was put in place:
THE FOLLOWING CHARTS SUM UP WHAT MANAGEMENT HAS DONE FOR YOU!
[LOGO]
SPX = S&P 500
The chart above reflects PLM's stock price as of April 24, 1997. Although
the current PLM stock price is approximately $5.00 per share, the Committee
believes that the current price is attributable to the
<PAGE>
interest we have demonstrated in effecting change at PLM and to the offer by
Equis Financial Group Limited Partnership to purchase all outstanding shares of
PLM stock at $5.00 per share.
Despite PLM's lackluster performance under current management, PLM's
Certificate of Incorporation and By-laws discourage ownership of a stake in PLM
that would be significant enough to influence a change in management. In
addition to an extremely onerous "Poison Pill" which is automatically triggered
when a stockholder's ownership position reaches 15%, PLM's top five officers
have "Golden Parachutes" requiring that they be paid a total of more than $4
million if an acquirer or significant investor moved to change management.
Accordingly, in the event PLM were sold, for each share of PLM stock you own,
you would effectively be paying $0.40 to these individuals. We believe that for
well managed companies certain "Poison Pills" can be a useful and effective
means to protect stockholder value by providing a board of directors with
sufficient time to negotiate or react to an offer. However, we believe they are
detrimental when they simply create a barrier to hide behind. Until April 29,
1997, PLM had made no public announcement in the last 18 months that it had
received offers from potential acquirers.
WHY SHOULD ANYONE SELL STOCK FOR LESS THAN $5.00 PER SHARE?
On April 25, 1997, Gary Engle, Chairman of the Committee, on behalf of Equis
Financial Group Limited Partnership and certain affiliates, sent a letter to
PLM's Board offering to purchase all outstanding shares of PLM stock at $5.00
per share in a "cash out" merger. Any stockholder thinking of selling shares
should be aware of this offer. Although PLM's Board should consider any credible
offer for PLM, we believe there is no reason stockholders should sell their
shares for less than $5.00 per share. Prior to the submission of our five
stockholder proposals, PLM's stock had been trading for approximately
$3.25-$3.40 per share. Since the submission of our proposals, the Board
announced a stock repurchase program and Equis submitted its offer. Although the
current PLM stock price is approximately $5.00 per share, we believe that the
current price is attributable to the interest we have demonstrated in effecting
change at PLM and to Equis' offer.
IT IS TIME FOR A CHANGE!
We believe that the best way to effect change is to become involved.
Accordingly, we have submitted five proposals for approval by stockholders at
PLM's 1997 Annual Meeting. Each proposal is designed to strengthen stockholder
value and increase accountability by management and the Board. In addition to
reading our Proxy Statement, we encourage you to read the Proxy Statement sent
by PLM. In PLM's Proxy Statement, the Board opposed each and every one of our
stockholder proposals. In one case PLM states that even if a By-law amendment is
adopted, it "will not be given any effect" (we believe that means it will be
ignored). In a response to another proposal which recommends that the Board
establish a committee to actively seek to maximize stockholder value, PLM
responds that such proposal is "unnecessary, wasteful, and disruptive to the
Company." Last year the Board recommended against a stockholder proposal to
eliminate management's "Golden Parachutes."
After reading PLM's Proxy Statement and the Board's responses, please refer
to Schedule II of the PLM Proxy Statement. This will enable you to determine how
much PLM stock was actually paid for by members of management and the Board.
After subtracting shares acquired through options, the ESOP, and the stock bonus
plan, you will find that management's commitment to PLM is largely on the
receiving end. Please note that we are highly supportive of incentive
compensation, but such compensation during a period since 1991 of cumulative net
losses totaling nearly $22.7 million is neither fair nor deserved.
2
<PAGE>
OUR PROPOSALS
The full text of and our reasons for recommending each proposal are included
in the enclosed Proxy Statement. Following is a brief statement of each:
We propose that:
1. PLM's "Poison Pill" be eliminated.
2. The Board establish a committee to actively seek to maximize
stockholder value by considering proposals for an acquisition of PLM on
terms that are in the best interests of PLM's stockholders or recommending
an alternative transaction.
3. If the Board decides to oppose a cash tender offer (not subject to a
financing condition) at a premium at least 25% above the market price of
PLM's Common Stock during the month preceding the tender offer, the Board be
required to terminate all defensive measures against such offer unless its
opposition is approved by the stockholders.
4. PLM not be governed by Section 203 of the Delaware General
Corporation Law, which restricts certain business combinations.
5. Article Eleventh of PLM's Certificate of Incorporation, which
requires approval by at least 80% of the outstanding Common Stock for
mergers and certain other transactions, be repealed.
OUR NOMINEES
We have also nominated the following two individuals for election to the
Board. One has extensive experience in the transportation business; the other is
one of the largest individual stockholders of PLM:
HANS PETER JEBSEN. Mr. Jebsen is Chairman of SKS OBO Holding Limited, a
corporation engaged in the transportation of wet and dry bulk products, such as
coal, grain, petroleum products, etc. Mr. Jebsen is also a member of the Board
of Directors of Kristian Gerhard Jebsen Skipsrederi A/S of Bergen, Norway, a
family-owned shipping company involved in various aspects of the marine
transportation business. In addition, Mr. Jebsen also serves as an independent
advisor and consultant to other companies in the marine industry, particularly
with reference to financial matters. Mr. Jebsen beneficially owns 1,000 shares
of PLM stock.
MALCOLM G. WITTER. From 1995 to February 1997, Mr. Witter was employed by
XYPOINT Corporation, Seattle, Washington. Mr. Witter joined XYPOINT, a
development stage telecommunications company, in 1995 as Vice President of
Finance. Mr. Witter is a Trustee of the Dean Witter Foundation and a graduate of
Stanford University and the Stanford Graduate School of Business. Mr. Witter
beneficially owns 190,300 shares of PLM stock.
THIS YEAR YOU HAVE A CHOICE!
This year, you have an opportunity to consider several proposals that
attempt to give stockholders a greater voice in pressuring management and the
Board to aggressively seek higher stockholder value. Additionally, you have a
chance to elect to two individuals to the Board who are independent of current
management, possess excellent general business and financial skills, bring
hands-on experience in some of PLM's business areas, and whose broad mission
will be to focus urgently on significantly increasing stockholder value. These
proposals and the nomination of two strong candidates to the Board may threaten
the comfort and complacency of PLM's management and current Board.
WHAT ELSE SHOULD YOU KNOW?
You should also know that management appealed to the Securities and Exchange
Commission, on very technical and legalistic terms, for the right to exclude two
of the proposals from any stockholder vote.
3
<PAGE>
In support of their argument to the SEC, management hired, at significant
stockholder expense, two outside law firms to develop justifications as to why
it was appropriate to not have the owners of PLM heard. They asserted that,
under Delaware law, the specific matters were properly the business of the
Board. The Board, which has presided over cumulative net losses of $22.7 million
from 1992 through 1996, is asserting by implication that they are better suited
to make certain decisions than the majority of PLM's stockholders. We disagree.
In response to PLM's appeal, the SEC issued a letter to PLM stating that it was
unable to conclude that PLM could omit those two proposals from its Proxy
Statement.
DOES THE COMMITTEE UNDERSTAND PLM?
The Stockholders Committee includes several members of Equis Financial Group
Limited Partnership ("Equis"), including Gary Engle, Equis' Chief Executive
Officer. Equis, previously named American Finance Group, was from the early
1980's until 1994 a sponsor of publicly-registered equipment leasing
partnerships, and in some cases, a direct competitor of PLM during that time
frame. In 1996, Equis sold to PLM the lease origination group and name of
American Finance Group. As a result, members of the Committee have both an
understanding of the economics and business issues of the equipment leasing
industry and insights into PLM. Based on this background and the successes
achieved at Equis Financial Group Limited Partnership, the Committee believes
strongly there are opportunities to dramatically improve PLM's profitability.
YOUR VOTE IS EXTREMELY IMPORTANT
No matter how many or how few PLM shares you own, please vote FOR the
COMMITTEE NOMINEES and IN FAVOR OF the COMMITTEE PROPOSALS by SIGNING, MARKING,
DATING and MAILING your green proxy card in the enclosed postage-paid envelope.
If you wish to vote FOR OUR NOMINEES and IN FAVOR OF OUR PROPOSALS, you must
submit the enclosed green proxy card and MUST NOT later submit PLM's proxy card.
IF YOU OWN YOUR SHARES IN THE NAME OF A BROKER OR OTHER NOMINEE, YOU MUST
TELL YOUR BROKER OR NOMINEE HOW TO VOTE YOUR SHARES. YOUR BROKER OR NOMINEE
CANNOT VOTE YOUR SHARES WITHOUT SPECIFIC INSTRUCTIONS FROM YOU. THESE
INSTRUCTIONS CAN BE GIVEN BY COMPLETING AND RETURNING YOUR GREEN PROXY CARD
TODAY.
TIME IS OF THE ESSENCE. PLEASE VOTE AND RETURN YOUR COMPLETED AND SIGNED
GREEN PROXY CARD TODAY.
Sincerely,
PLM STOCKHOLDERS COMMITTEE
If you have any questions or need assistance in voting your shares or in
changing your vote, please contact William Fiske or Paul Hebert at the toll-free
number listed below:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 COMMERCE ROAD
CARLSTADT, NJ 07072-2586
(800) 640-6242
4
<PAGE>
LOGO
C/O CORPORATE INVESTOR COMMUNICATIONS, INC.
PROXY TABULATION DEPARTMENT
P.O. BOX 5009
SOUTH HACKENSACK, NJ 07606
1-(800) 640-6242
PROXY STATEMENT
FOR
1997 ANNUAL MEETING OF STOCKHOLDERS
OF PLM INTERNATIONAL, INC.
SCHEDULED FOR JUNE 10, 1997
May 9, 1997
Dear Fellow Stockholders of PLM International, Inc.:
This Proxy Statement, the accompanying letter to stockholders of PLM
International, Inc. ("PLM" or the "Company") and the enclosed green proxy card,
are being sent to you by a group of your fellow stockholders in PLM, the PLM
Stockholders Committee (the "Committee"), in connection with our solicitation of
proxies to be used at the 1997 Annual Meeting of Stockholders to be held on June
10, 1997, at 1:00 p.m., Pacific Time, at the A.P. Giannini Auditorium, Concourse
Level, 555 California Street, San Francisco, California, or at any adjournments
or postponements thereof (collectively, the "Annual Meeting"). As of April 25,
1997, the members of the Committee and their nominees for election as directors
of PLM beneficially owned an aggregate of 330,516 shares, or approximately 3.6%,
of PLM's outstanding Common Stock.
Two directors are to be elected at the Annual Meeting. The Committee is
seeking proxies for its slate of directors consisting of Hans Peter Jebsen and
Malcolm G. Witter (the "COMMITTEE NOMINEES"). The Committee also intends to
submit the following proposals (the "COMMITTEE PROPOSALS") for action by the
stockholders at the Annual Meeting:
(1) That the stockholders of the Company recommend that the Board of
Directors eliminate the Company's "Poison Pill" by redeeming all the Rights
to purchase shares of the Company's Common Stock outstanding under the
Rights Agreement, dated as of March 13, 1989, between the Company and First
Interstate Bank of California.
(2) That the stockholders of the Company recommend that the Board of
Directors establish a committee to actively seek to maximize stockholder
value.
(3) That the stockholders of the Company amend the By-laws to add a
provision that if the Board of Directors decides to oppose a cash tender
offer (not subject to a financing condition) at a premium at least 25% above
the market price of the Company's Common Stock during the month preceding
the tender offer, the Board would be obligated to terminate all defensive
measures against such offer unless its opposition was approved by the
stockholders.
(4) That the stockholders of the Company recommend that the Board of
Directors approve and submit to a vote of the stockholders for approval an
amendment to the Certificate of Incorporation which provides that the
Company shall not be governed by Section 203 of the Delaware General
Corporation Law, which restricts certain business combinations.
(5) That the stockholders of the Company recommend that the Board of
Directors approve and submit to a vote of the stockholders for approval an
Amendment to the Certificate of Incorporation repealing Article Eleventh of
the Certificate, which requires approval by at least 80% of the outstanding
Common Stock for certain mergers and other transactions.
Stockholders of record as of the close of business on April 25, 1997 are
entitled to vote at the Annual Meeting. According to the Company's filings with
the Securities and Exchange Commission (the "SEC"), as of that date, 9,209,431
shares of Common Stock, were issued and outstanding.
<PAGE>
This Proxy Statement and the accompanying letter to stockholders and the
green proxy card are first being furnished to stockholders of the Company on or
about May 9, 1997.
IMPORTANT
WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD
IN THE POSTAGE-PAID ENVELOPE PROVIDED. BY SO DOING YOU WILL GRANT THE COMMITTEE
YOUR PROXY TO VOTE YOUR SHARES IN FAVOR OF THE ELECTION OF THE TWO COMMITTEE
NOMINEES AND EACH OF THE COMMITTEE PROPOSALS.
WE URGE YOU NOT TO SIGN AND RETURN ANY PROXY CARD PROVIDED BY PLM. IF YOU
HAVE ALREADY DONE SO, YOUR PROXY AUTOMATICALLY WILL BE REVOKED IF YOU SIGN AND
RETURN THE ENCLOSED GREEN PROXY CARD. YOU MAY ALSO REVOKE EARLIER PROXIES BY
WRITTEN REVOCATION FILED WITH THE SECRETARY OF THE COMPANY OR BY ATTENDING THE
ANNUAL MEETING AND VOTING IN PERSON.
IF YOU OWN YOUR SHARES IN THE NAME OF A BROKER OR OTHER NOMINEE, YOU MUST
TELL YOUR BROKER OR NOMINEE HOW TO VOTE YOUR SHARES. YOUR BROKER OR NOMINEE
CANNOT VOTE YOUR SHARES WITHOUT SPECIFIC INSTRUCTIONS FROM YOU. THESE
INSTRUCTIONS CAN BE GIVEN BY COMPLETING AND RETURNING YOUR GREEN PROXY CARD
TODAY.
IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES OR IN
CHANGING YOUR VOTE, PLEASE CONTACT WILLIAM FISKE OR PAUL HEBERT AT THE TOLL-FREE
NUMBER LISTED BELOW:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 COMMERCE ROAD
CARLSTADT, NJ 07072-2586
TOLL FREE TELEPHONE (800) 640-6242
FACSIMILE (201) 804-8017
VOTING AT THE ANNUAL MEETING
Stockholders may vote in person or by proxy at the Annual Meeting. Each
share of Common Stock is entitled to one vote in the election of Directors and
is entitled to one vote on each of the COMMITTEE PROPOSALS.
By letters dated April 11, 1997 and April 17, 1997, as required by the
Company's By-Laws, the members of the Committee submitted to the Company notice
of their intention to bring the COMMITTEE PROPOSALS before and to nominate the
COMMITTEE NOMINEES at the 1997 Annual Meeting.
The Committee intends to take all measures reasonably necessary to ensure
that our nominees and proposals come before the Annual Meeting. If management of
the Company refuses to bring the COMMITTEE NOMINEES and the COMMITTEE PROPOSALS
before the Annual Meeting, the persons named in the green proxy card may, in
their discretion, withhold all votes. To the extent that this action results in
the absence of a quorum (a majority of the shares outstanding and entitled to
vote at the Annual Meeting) and the Annual Meeting is adjourned or postponed,
the Committee intends to pursue its remedies to ensure that the COMMITTEE
NOMINEES and the COMMITTEE PROPOSALS come before the reconvened Annual Meeting.
If, and at such time as, management of the Company permits the COMMITTEE
NOMINEES and the COMMITTEE PROPOSALS to come before the Annual Meeting, all
shares will be voted as specified on each properly executed green proxy card. If
no choice is specified, the shares will be voted FOR the COMMITTEE NOMINEES and
IN FAVOR OF each of the COMMITTEE PROPOSALS. Proxies, once given, may be revoked
at any time by filing with the Secretary of the Company either a written
revocation
2
<PAGE>
or a duly executed proxy card bearing a later date or by appearing in person at
the Annual Meeting and voting in person.
ELECTION OF COMMITTEE NOMINEES TO THE BOARD OF DIRECTORS
The Board of Directors of PLM currently consists of six Directors and is
divided into three classes, designated Class I, Class II and Class III. Each
Director is elected to a three-year term. The terms of the Class I Directors,
Robert N. Tidball and Walter E. Hoadley, will expire at the Annual Meeting. The
Company's nominees for Class I Director are Robert N. Tidball and Robert L.
Witt. Mr. Tidball has been the President and Chief Executive Officer of the
Company since 1989 and presently serves as a Class I Director of the Company.
Immediately prior to the Annual Meeting Mr. Hoadley will retire as a Director of
the Company. The Company has nominated Mr. Witt to stand for election for Mr.
Hoadley's vacated Class I seat. Mr. Witt was Chief Executive Officer of Hexcel
Corporation until 1993. Since 1993, Mr. Witt has been a principal with WWS
Associates, a consulting and investment group located in Orinda, California.
The Committee proposes that stockholders elect the two COMMITTEE NOMINEES,
Hans Peter Jebsen and Malcolm G. Witter, to the two positions to be filled at
the Annual Meeting, rather than the Company's nominees, Robert N. Tidball and
Robert L. Witt. If elected, the COMMITTEE NOMINEES would hold office for three
years (until the Annual Meeting in 2000). Although we have no reason to believe
that either of the COMMITTEE NOMINEES will not be available to stand for
election at the Annual Meeting or to serve if elected, in the event of an
unexpected vacancy in the Committee slate, the persons named on the green proxy
card have agreed to vote for the election of such substitute nominee(s) as may
be proposed by the Committee.
Assuming that a quorum is present, in person or by proxy, at the Annual
Meeting, the Directors will be elected by a plurality of the votes cast by the
holders of Common Stock. This means that the two nominees receiving the greatest
number of votes cast will be elected. Because the Directors will be elected on
the basis of the number of votes cast, proxies which are marked "Withhold
Authority" or on which a broker or other nominee has indicated a lack of
discretionary authority ("broker non-votes") will not be counted in the election
of Directors.
The persons named on the green proxy card do not intend to vote any shares
for the election of nominees proposed by the Company. Instead, they will vote
FOR the COMMITTEE NOMINEES.
The accompanying green proxy card, if properly completed, executed and
delivered, will be voted in accordance with your instructions, as reflected on
such card. You may vote your shares of Common Stock FOR the election of the
COMMITTEE NOMINEES by marking the appropriate box on the green proxy card. You
may withhold your vote from either one of our nominees by writing the name of
such nominee in the space provided on the green proxy card.
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED FOR EACH OF THE
COMMITTEE NOMINEES.
COMMITTEE NOMINEES
Set forth below are the name, business address, principal occupation and age
of each of the COMMITTEE NOMINEES:
HANS PETER JEBSEN
c/o Loki
Klingenberggt. 7A, 9th Floor
0161 Oslo, Norway
3
<PAGE>
Mr. Jebsen, age 40, is Chairman of SKS OBO Holding Limited, a Bermuda
corporation engaged in the transportation of wet and dry bulk products, such as
coal, grain, petroleum products, etc. Mr. Jebsen is also a member of the Board
of Directors of Kristian Gerhard Jebsen Skipsrederi A/S of Bergen, Norway, a
family-owned shipping company involved in various aspects of the marine
transportation business. In addition, Mr. Jebsen also serves as an independent
advisor and consultant to other companies in the marine industry, particularly
with reference to financial matters. Mr. Jebsen is also a director of several
other privately held companies involved in real estate and other investments. In
the past five years Mr. Jebsen has also been an investor in various shipping
projects and internet companies as well as an investor in several real estate
companies. From 1981 until 1992, Mr. Jebsen was involved in various executive
and management capacities in the worldwide marine transportation business,
including positions with Kristian Gerhard Jebsen Skipsrederi A/S and Gearbulk
Holding Limited. Mr. Jebsen has a business degree (1981) from the Universite de
Lausanne, Switzerland. He grew up in Bergen, Norway and after living in Belgium,
Switzerland, Germany, Singapore and the United States, Mr. Jebsen has spent the
last five years in Oslo.
As of April 25, 1997 Mr. Jebsen owned of record 1,000 shares of Common Stock
of PLM.
MALCOLM G. WITTER
4314 East Mercer Way
Mercer Island, Washington 98040
Mr. Witter is 43 years old. From 1995 to February 1997, Mr. Witter was
employed by XYPOINT Corporation, Seattle, Washington. Mr. Witter joined XYPOINT,
a development stage telecommunications company, in 1995 as Vice President of
Finance. From 1994 to 1995 , Mr. Witter worked at Bear, Stearns & Co. in Private
Client Services, and from 1984 to 1994 Mr. Witter was a retail broker at Dean
Witter Reynolds specializing in managed accounts and developing growth/special
situation stocks. Bear, Stearns & Co. and Dean Witter Reynolds are registered
broker-dealers engaged in stock brokerage and investment banking activities. Mr.
Witter is a Trustee of the Dean Witter Foundation and a graduate of Stanford
University and the Stanford Graduate School of Business.
Mr. Witter is the beneficial owner of a total of 190,330 shares of Common
Stock of PLM which are held as follows:
<TABLE>
<S> <C>
Mr. Witter:......................................................... 93,000
Mr. Witter jointly with spouse:..................................... 46,000
Mr. Witter's IRA Account:........................................... 17,000
Mr. Witter's spouse's IRA Account:.................................. 8,800*
Mr. Witter's minor children:........................................ 25,530*
</TABLE>
- ------------------------
* Mr. Witter disclaims beneficial ownership of these shares.
The Committee expects that, if elected, the COMMITTEE NOMINEES will use
their substantial business experience and independent judgment to advocate
changes in the management and operations of PLM designed to maximize stockholder
value. Please note that, although the COMMITTEE NOMINEES have agreed with the
Committee to serve as Directors if elected, there are no other understandings or
agreements between either of the nominees or any member of the Committee or any
third party with regard to any sale of the Company or any other matter involving
the Company and, in particular, the nominees are under no obligation to support
or pursue the offer described elsewhere in this Proxy Statement by Equis
Financial Group Limited Partnership to acquire the Company or any other sale of
the Company.
4
<PAGE>
THE PLM STOCKHOLDERS COMMITTEE PROPOSALS
The Committee intends to submit the following proposals for action by the
stockholders at the Annual Meeting:
COMMITTEE PROPOSAL NO. 1: TO RECOMMEND THAT THE BOARD OF DIRECTORS ELIMINATE
THE COMPANY'S RIGHTS ("POISON PILL") PLAN.
RESOLVED: That the stockholders of the Company recommend that the Board of
Directors eliminate the Company's "Poison Pill" by redeeming,
pursuant to Section 24(a) of the Rights Agreement dated as of
March 13, 1989, between the Company and First Interstate Bank of
California, all the outstanding Rights to purchase shares of the
Company's Common Stock under the Rights Agreement, such redemption
to be effective 90 days after an offer (not subject to a financing
condition) has been made to acquire all the outstanding shares of
the Company.
This resolution enables the stockholders to express to the Board their
belief that the Company's Poison Pill should be eliminated. The Board could use
the Poison Pill to block any future offer to acquire the Company. The Poison
Pill is a major obstacle to the acquisition of the Company and is generally
inconsistent with the goal of maximizing stockholder value. The Committee
believes that in recent years many public companies have decided to redeem their
Poison Pills, having determined that in today's changed business environment
they were unlikely to be exposed to the kinds of abusive takeover tactics that
Poison Pills were intended to address. The resolution provides for the
redemption of the Company's Poison Pill, but delays the effectiveness of the
redemption until 90 days after an offer (not subject to a financing condition)
has been made to acquire all the Company's shares, so that if such an offer was
made the Board would have ample opportunity to seek an alternative transaction
at a higher price.
The Company's Poison Pill provides that upon the occurrence of certain
events, including the acquisition by a person (other than the Company, or any
subsidiary, or any employee benefit plan of the Company or any subsidiary) of
15% of the Company's Common Stock or the commencement of or the announcement of
the intention to commence (without the Company's approval) a tender or exchange
offer for 20% or more of the Company's Common Stock, the Company will distribute
Rights to its stockholders. These Rights, in certain circumstances, would
entitle stockholders of the Company other than such person to purchase shares of
the Company's stock (or in certain circumstances, other securities, cash or
properties) having a fair market value equal to twice the exercise price of the
Rights or, if the Company were acquired, to purchase shares of the acquirer's
stock having a market value equal to twice the exercise price of the Rights.
Because of these provisions, it would not be economically feasible for a
potential acquirer of the Company to purchase more than the threshold amount of
the Company's shares unless the Board facilitated such acquisition by redeeming
the Poison Pill. Currently, the Board may redeem the Poison Pill prior to the
fifteenth business day following an announcement that such a person has exceeded
or intends to commence a tender or exchange offer that will exceed the threshold
level of share ownership.
Approval of COMMITTEE PROPOSAL No. 1 requires the affirmative vote of a
majority of the shares of Common Stock present, in person or by proxy, at the
Annual Meeting and entitled to vote thereon, voting together as a single class.
Therefore, abstentions and broker non-votes will not be counted either for or
against COMMITTEE PROPOSAL No. 1.
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT YOU DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED IN FAVOR OF
COMMITTEE PROPOSAL NO. 1.
5
<PAGE>
COMMITTEE PROPOSAL NO. 2: TO RECOMMEND THAT THE BOARD OF DIRECTORS ESTABLISH
A COMMITTEE OF THE BOARD OF DIRECTORS TO ACTIVELY SEEK TO MAXIMIZE STOCKHOLDER
VALUE.
RESOLVED: That the stockholders of the Company recommend that the Board of
Directors establish a committee (the "Committee") to actively seek
to maximize stockholder value by (a) exploring opportunities, and
considering proposals, for an acquisition of the Company on terms
that are in the best interests of the Company's stockholders or
(b) recommending an alternative transaction such as a structured
share repurchase program significantly larger than the Company's
prior share repurchase programs. The Committee shall consist of
four independent directors (at least one of which was elected in
each of 1996 and 1997, as long as the Board includes independent
directors who were elected in such years) selected by a majority
vote of the entire Board of Directors. An independent director
means one who has not within five years either (i) been an officer
or an employee of the Company or any of its affiliates or (ii)
personally or as an officer, employee or member of an entity
provided goods or services to the Company as a supplier, attorney,
investment or commercial banker or otherwise (except for services
rendered as a director) for which the Company paid consideration
in excess of $10,000 in any year. The Committee shall, at the
Company's expense, retain independent legal and financial
advisors, excluding the Company's existing attorneys and
investment bankers. The Committee shall maintain reasonable
records of its activities and such records shall be open to
inspection by stockholders.
This resolution is proposed to allow stockholders to express their belief
that the Board should be committed to the goal of maximizing stockholder value.
It is also a means for stockholders to express their view that those persons on
the Board who are also employed by the Company as executive officers and who
potentially have the most to lose in the event of an acquisition of the Company
should not play the key role in exploring the Company's acquisition
opportunities or in reviewing and negotiating any acquisition proposal for the
Company. Recognizing that an acquisition may not be the best means of maximizing
stockholder value at a particular point in time, the resolution also authorizes
the Committee to recommend an alternative transaction such as a structured share
repurchase program significantly larger than the Company's 1996 and 1997 share
repurchase programs, each of which authorized the repurchase of up to $5 million
of the Company's Common Stock. Although the ultimate decision with respect to
recommending a proposal to the stockholders, or taking other steps to maximize
stockholder value, remains with the Board, the creation of the Committee will
help assure that the Board pursues the goal of maximizing stockholder value.
Approval of COMMITTEE PROPOSAL No. 2 requires the affirmative vote of a
majority of the shares of PLM Common Stock present, in person or by proxy, at
the Annual Meeting and entitled to vote thereon, voting together as a single
class. Therefore, abstentions and broker non-votes will not be counted either
for or against COMMITTEE PROPOSAL No. 2.
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT YOU DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED IN FAVOR OF
COMMITTEE PROPOSAL NO. 2.
COMMITTEE PROPOSAL NO. 3 TO AMEND THE BY-LAWS TO REQUIRE THE BOARD TO
TERMINATE ALL DEFENSIVE MEASURES IN THE EVENT THE BOARD DECIDES TO OPPOSE A CASH
TENDER OFFER.
RESOLVED: That the stockholders hereby amend the Company's By-laws by adding
a new Section 11 to Article II which shall read as follows:
6
<PAGE>
Section 11. Stockholder Meeting in Event of Certain Cash Tender Offers. If a
cash tender offer (not subject to a financing condition) is made
to acquire all the Company's Common Stock at a price at least
25% greater than the average closing price of such shares during
the 30 days prior to the date on which such offer is made, and
the Board of Directors opposes such offer (including without
limitation declining to redeem the outstanding Rights pursuant
to Section 24(a) of the Rights Agreement dated as of March 13,
1989, between the Company and First Interstate Bank of
California), the Board of Directors shall terminate all
defensive measures against such offer at the end of the 90th day
after such offer is made unless the Board's policy of opposition
is approved by a majority of the votes cast for or against such
policy of opposition at a meeting of stockholders held on or
before such 90th day at which a quorum is present. Prior to the
end of such 90-day period, the Board of Directors shall take
such reasonable actions (including without limitation delaying
the Distribution Date of the Rights under the Rights Agreement)
as are necessary to preserve the stockholders' ability to accept
such offer.
This resolution would assure that if the Board of Directors decided to
oppose a cash tender offer (not subject to a financing condition) at a premium
of at least 25% above the market price of the Company's Common Stock during the
preceding month, the Board would be obligated to call a stockholders' meeting to
vote on the Board's opposition to such offer and the Board would be required to
abandon its opposition unless its opposition was approved by stockholders within
90 days after the offer was made. If a substantial offer is made to acquire the
Company's shares, the stockholders, not the Board of Directors, should have the
ultimate decision on whether to accept the offer. The provision for a
stockholder vote assures that the By-Law cannot be used to facilitate coercive
offers, and the total period of up to 90 days in which the Board can continue
defensive actions regardless of the stockholder vote allows management the
opportunity to seek superior alternatives to such offer or to persuade
stockholders that the Company should preserve its independence.
PLM states in its Proxy Statement that it has received an opinion of counsel
that this By-law amendment proposed by the Committee is invalid under Delaware
law. The Committee has received an opinion of counsel that this By-law amendment
is valid under Delaware law. While the Committee believes that the proposed
By-law amendment is valid, we recognize that the courts have not considered the
validity of it or any similar By-law and, therefore, have not resolved the
extent to which stockholder-adopted By-laws may limit the authority of a Board
of Directors to oppose, or to adopt or employ defensive measures against,
takeover bids. Accordingly, it is uncertain whether the proposed By-law would
survive a court challenge. However, there is some support for the validity of
the By-law in a recent Oklahoma Federal Court decision involving an Oklahoma
corporation. The court required a corporation to include in its proxy statement
for its 1997 annual shareholders meeting a proposal to adopt a By-law requiring
the Board of Directors to redeem the existing Poison Pill and to submit any
successor Poison Pill to a shareholder vote. International Brotherhood of
Teamsters General Fund v. Fleming Companies, Inc., No. Civ-96-1650-A (1997)
(applying Oklahoma law).
The Committee believes that Section 109 of the Delaware General Corporation
Law authorizes the enactment of the proposed By-law. Section 109(a) gives
stockholders the power to "adopt, amend or repeal by-laws." Section 109(b)
states: "The by-laws may contain any provision, not inconsistent with law or
with the certificate of incorporation, relating to the business of the
corporation, the conduct of its affairs, and its rights or powers or the rights
or powers of its stockholders, directors, officers or employees."
The Committee also believes that the proposed By-law does not conflict with
Delaware case law dealing with the fiduciary duties of Boards of Directors. In
certain cases, courts interpreting Delaware law have, on the basis of particular
facts presented, upheld reasonable defensive measures adopted by Directors who,
in good faith and upon reasonable investigation, believed that a hostile offer
posed a danger to corporate policy and effectiveness, even though a majority of
the stockholders may have
7
<PAGE>
tendered their shares. The Committee believes that these cases do not support
invalidating the proposed By-law because in none of those cases was the Board's
discretion limited by a By-law previously adopted by stockholders pursuant to
their powers under Section 109, nor did the court consider the stockholders'
authority to adopt such a By-law. The Committee believes it is inherent in the
Delaware scheme of corporate law that while the Board is entitled to exercise
its judgment in responding to a tender offer or other takeover bid, its judgment
must be exercised within the framework of statutes, charter provisions and
By-laws which in certain instances limit the actions that Directors may take
even when the Directors believe that their chosen course of action is in the
best interests of stockholders.
Approval of COMMITTEE PROPOSAL No. 3 requires the affirmative vote of 80% of
the shares of PLM Common Stock present, in person or by proxy, at the Annual
Meeting and entitled to vote thereon, voting as a single class. Therefore,
abstentions and broker non-votes will not be counted either for or against
COMMITTEE PROPOSAL No. 3.
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT YOU DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED IN FAVOR OF
COMMITTEE PROPOSAL NO. 3.
COMMITTEE PROPOSAL NO. 4: TO RECOMMEND THAT THE BOARD OF DIRECTORS APPROVE
AND SUBMIT TO THE STOCKHOLDERS AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO PROVIDE THAT THE CORPORATION WILL NOT BE GOVERNED BY SECTION 203 OF THE
DELAWARE GENERAL CORPORATION LAW.
RESOLVED: That the stockholders of the Company recommend that the Board of
Directors approve, and submit to a vote of the stockholders for
approval, an amendment, pursuant to Section 203(b)(3) of the
Delaware General Corporation Law, that adds a new Article
Fifteenth to the Company's Certificate of Incorporation, as
amended, which shall read as follows:
FIFTEENTH: The Corporation shall not be governed by Section 203 of the
Delaware General Corporation Law.
The Board could use Section 203 to block any future offer to acquire the
Company. This resolution enables the stockholders to express their view that a
major obstacle to the acquisition of the Company that is generally inconsistent
with the goal of maximizing stockholder value should be eliminated.
Section 203 of the Delaware General Corporation Law provides, in effect,
that if any person acquires beneficial ownership of 15% or more of the Company's
outstanding shares (thereby becoming an "Interested Stockholder"), the
Interested Stockholder may not engage in a business combination with the Company
for three years thereafter, subject to certain exceptions. Among the exceptions
are the Board's prior approval of such acquisition; the acquisition of at least
85% of the Company's shares (subject to certain exclusions) in the transaction
in which such person becomes an Interested Stockholder; and the approval of such
business combination by 66 2/3% of the outstanding stock not owned by the
Interested Stockholder. An amendment to the Certificate of Incorporation
electing not to be governed by Section 203 would become effective twelve months
after adoption and would not be subject to amendment by the Board and would not
apply to a business combination with a person who became an Interested
Stockholder prior to the adoption of such amendment.
Approval of COMMITTEE PROPOSAL No. 4 requires the affirmative vote of a
majority of the shares of PLM Common Stock present, in person or by proxy, at
the Annual Meeting and entitled to vote thereon, voting together as a single
class. Therefore, abstentions and broker non-votes will not be counted either
for or against COMMITTEE PROPOSAL No. 4.
8
<PAGE>
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT YOU DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED IN FAVOR OF
COMMITTEE PROPOSAL NO. 4.
COMMITTEE PROPOSAL NO. 5: TO RECOMMEND THAT THE BOARD OF DIRECTORS APPROVE
AND SUBMIT TO THE STOCKHOLDERS AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO REPEAL ARTICLE ELEVENTH.
RESOLVED: That the stockholders of the Company recommend that the Board of
Directors approve, and submit to a vote of the stockholders for
approval, an amendment repealing Article Eleventh of the Company's
Certificate of Incorporation, as amended.
The Board could use Article Eleventh to block any future offer to acquire
the Company. This resolution enables the stockholders to express to the Board
their belief that Article Eleventh should be repealed. It may be an obstacle to
the acquisition of the Company and is generally inconsistent with the goal of
maximizing stockholder value.
Article Eleventh requires, in effect, that the holders of at least 80% of
the Company's shares approve mergers and certain other transactions involving an
Interested Stockholder (as defined below) or any of its affiliates or associates
unless the transaction is approved by a majority of the members of the Board who
are not affiliates or associates or representatives of the Interested
Stockholder and who were directors prior to the time the Interested Stockholder
became an Interested Stockholder (the "Continuing Directors"). For purposes of
Article Eleventh, an "Interested Stockholder" is defined, in effect, as any
person (other than the Company, or any subsidiary, or any profit-sharing,
employee stock ownership or other employee benefit plan of the Company or any
subsidiary) who is (a) the beneficial owner of more than 10% of the Company's
shares or (b) is an affiliate or associate of the Company and at any time within
the prior two-year period was the beneficial owner of more than 10% of the
Company's shares.
Approval of COMMITTEE PROPOSAL No. 5 requires the affirmative vote of a
majority of the shares of PLM Common Stock present, in person or by proxy, at
the Annual Meeting and entitled to vote thereon, voting together as a single
class. Therefore, abstentions and broker non-votes will not be counted either
for or against COMMITTEE PROPOSAL No. 5.
IF YOU PROPERLY SIGN, DATE AND RETURN THE GREEN PROXY CARD, BUT YOU DO NOT
INDICATE YOUR INSTRUCTIONS THEREON, YOUR SHARES WILL BE VOTED IN FAVOR OF
COMMITTEE PROPOSAL NO. 5.
THE COMMITTEE
The Committee is composed of five PLM stockholders listed below. We
beneficially own, together with our nominees for Director, in the aggregate
330,516 shares of Common Stock of PLM. Additional information concerning our
interest in PLM's securities appears in Annex A to this Proxy Statement.
The founder and Chairman of the Committee is Gary D. Engle. Mr. 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 Fianncial 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.
9
<PAGE>
Mr. Engle has an MBA from Harvard University and a BS degree from the University
of Massachusetts (Amherst).
The other members of the Committee are:
Geoffrey A. MacDonald--Mr. MacDonald is the Chairman of Equis.
James A. Coyne--Mr. Coyne is Senior Vice President of Equis.
Douglas Smuckler--Mr. Smuckler is an Assistant Vice President and Financial
Analyst with Wells Fargo and Company in San Francisco (Consumer, Commercial and
Private Banking Services).
Timothy Perkins--Mr. Perkins is Vice President for Lifelong Learning and
International Programs of Drexel University.
Please note that the Committee is not nominating any of the members of the
Committee for election as Directors at the Annual Meeting, but has nominated
Messrs. Jebsen and Witter, who, if elected, will be completely independent,
under no obligation to the Committee or any third party with regard to their
actions as Directors of the Company.
REASONS FOR THE PROXY CONTEST
CURRENT MANAGEMENT'S DISMAL RECORD
The current management team of the Company was appointed in March, 1989,
when Robert Tidball became President and Chief Executive Officer of the Company.
At that time, the trading price of the Company's stock was in the range of
$9.00--9.50 per share. Since then, in the opinion of the Committee, the
performance of Mr. Tidball and his team has been dismal; the record speaks for
itself. From the beginning of 1992 through the end of 1996, PLM reported
cumulative net losses of $22.7 million, which is a loss of approximately 34% of
the $66.0 million stockholders' equity of PLM as of December 31, 1991. Despite
one of the most favorable economic and financial environments in which to
bolster stockholder value, the Company's management has accomplished the
opposite by incurring cumulative net losses equal to a third of the Company's
net worth during this period. In contrast, if management had been able to earn
net income equaling a very modest return on stockholders' equity of only 5% per
annum from 1990 through 1996, PLM's stockholders' equity at December 31, 1996
(without any stock repurchases) would have grown to nearly $84 million, or
almost twice the actual stockholders' equity as of that date.
PLM's stock price has tracked the weak performance of the Company's
operations and management. As highlighted in the following chart, PLM's stock
price has declined from an average price above $7.00 per share in 1990 to an
average of approximately $3.50 per share in 1997. The poor performance of the
Company's stock is underscored by comparing its significant decline with the
tremendous increase in major stock market indices over the same period. Since
1990, the Dow Jones Industrial Average, the S&P 500 and the American Stock
Exchange indices have increased 165%, 135% and 45%, respectively.
Although the current PLM stock price is approximately $5.00 per share, the
Committee believes that the current price is attributable to the interest we
have demonstrated in effecting change at PLM and to the offer by Equis to
purchase all outstanding shares of PLM stock at $5.00 per share.
10
<PAGE>
THE FOLLOWING CHARTS SUM UP WHAT MANAGEMENT HAS DONE FOR YOU!
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
10 YEAR CHARTFOR PLM AS OF 10 YEAR CHART FOR SPX AS OF
PRICE $ 04/24/97 04/23/97
<S> <C> <C>
02/88 7.75 267.01
03/88 7.5 256.88
04/88 6.25 261.31
05/88 8.375 262.16
06/88 8.75 273.5
07/88 8.875 272.03
08/88 8 281.53
09/88 8.625 271.91
10/88 8.875 278.97
11/88 7.5 273.69
12/88 7.75 277.72
01/89 8 297.47
02/89 7.875 288.88
03/89 9.5 294.85
04/89 9.375 309.63
05/89 10.625 320.53
06/89 10.25 317.97
07/89 10.5 345.09
08/89 9 351.44
09/89 9.5 349.16
10/89 8 340.38
11/89 8.375 346
12/89 8.375 353.41
01/90 8.625 329.08
02/90 8 331.88
03/90 8.125 339.94
04/90 7.875 330.81
05/90 7.875 361.22
06/90 7.625 358.03
07/90 7.5 356.15
08/90 7.125 322.56
09/90 4.125 306.05
10/90 4.375 304
11/90 5.875 322.22
12/90 4.875 330.22
01/91 4.5 343.94
02/91 4.75 367.05
03/91 3.75 375.22
04/91 4 375.34
05/91 4.625 389.84
06/91 4.75 371.15
07/91 4 387.81
08/91 4.5 395.44
09/91 4.25 387.88
10/91 4.25 392.44
11/91 3.625 375.22
12/91 3 417.09
01/92 3.125 408.78
02/92 2.625 412.69
03/92 2.75 403.59
04/92 2.525 414.94
05/92 2.375 415.34
06/92 1.75 408.13
07/92 1.625 424.22
08/92 1.875 414.03
09/92 2 417.81
10/92 1.625 418.69
11/92 1.875 431.34
12/92 1.8125 435.72
01/93 2.25 438.78
02/93 2.5625 443.38
03/93 2.5625 451.66
04/93 2.125 440.19
05/93 2.25 450.19
06/93 2.25 450.53
07/93 2.125 448.13
08/93 2.0625 463.56
09/93 2.375 458.93
10/93 2.25 467.84
11/93 2.25 461.78
12/93 2.125 466.43
01/94 2.625 481.62
02/94 3.125 467.14
03/94 3 445.76
04/94 3.5 450.91
05/94 3.5 456.51
06/94 3 444.27
07/94 3.125 458.26
08/94 3.0625 475.5
09/94 3.0625 462.72
10/94 3.3125 472.35
11/94 2.75 453.69
12/94 2.875 459.27
01/95 2.75 470.42
02/95 3.4375 487.39
03/95 3.4375 500.71
04/95 3.4375 514.71
05/95 3.1875 533.4
06/95 3 544.75
07/95 3.25 562.08
08/95 3.5 561.88
09/95 3.4375 584.41
10/95 3.5 581.5
11/95 3.75 605.37
12/95 3.75 615.93
01/96 3.6875 636.02
02/96 3.5 640.43
03/96 3.5 645.5
04/96 3.5 654.17
05/96 3.5 669.12
06/96 3.3125 670.63
07/96 3.3125 639.95
08/96 3.3125 651.99
09/96 3.375 687.33
10/96 3.125 705.27
11/96 3.25 757.02
12/96 3.375 740.74
01/97 3.3125 786.16
02/97 3.375 790.82
03/97 3.5625 757.12
04/97 4.25 771.18
source:wwp.pcfn.com
</TABLE>
The publicly traded companies that comprise these stock market indices have
achieved tremendous growth in stockholder values through, in large part, clear
strategic vision, a commitment to value-added governance, and the adoption and
implementation of restructuring programs (cost reductions, sales of non-core
businesses, etc.) to improve profitability, efficiency and stock price. In our
opinion, the Company's adoption of various strategic objectives without prudent
oversight, coupled with its failure to materially address its bloated cost and
overhead structure since 1990, have prevented the Company's stock price from
realizing the successes of the publicly traded companies that comprise these
averages.
HIGH COMPENSATION NOTWITHSTANDING POOR PERFORMANCE
The level of compensation for the Company's existing management stands in
stark contrast to corporate performance statistics. As detailed in the table
below, the Company's poor operating and stock performance has not adversely
affected financial rewards to management. While the Company incurred substantial
cumulative net losses and its net worth declined significantly since year end
1990, annual compensation for the five most highly paid executives has increased
39% during this period. Executive officer compensation during this period
includes annual performance bonuses, approved by the Board of Directors,
totalling over $3.2 million for the Company's top five individuals. Executive
officers have received bonuses every year since 1991, including 1992 and 1994
when the Company incurred net losses of $25.3 million and $9.1 million,
respectively. These bonuses appear unwarranted and seem to have no correlation
with the Company's performance or the price of the Company's stock over the past
six years. The fact that the Board of Directors has consistently approved these
levels of compensation, and has also provided management with generous "Golden
Parachutes" in the event of a change of control, raises questions as to whether
the Board has the necessary independence and capability to act in the best
interests of the Company's stockholders.
11
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
($MILLIONS)
Revenue.................................................... $ 72.8 $ 75.0 $ 69.6 $ 53.7 $ 60.1 $ 51.5
Net Income................................................. 3.1 (25.3) 1.4 (9.1) 6.0 4.1
Net Income per Share....................................... .30 (2.41) .14 (.73) .51 .40
Stockholders' Equity....................................... 66.0 44.7 51.1 45.7 48.6 46.3
Total Cash Compensation Top Five Officers.................. 1.21 1.29 1.61 1.84 1.90 1.68
<CAPTION>
% CHANGE
FROM 1991
THROUGH 1996
---------------
<S> <C>
Revenue.................................................... (29.3%)
Net Income.................................................
Net Income per Share.......................................
Stockholders' Equity....................................... (29.9%)
Total Cash Compensation Top Five Officers.................. 39.1%
</TABLE>
PRIOR EFFORTS BY STOCKHOLDERS IGNORED OR FRUSTRATED
Prior efforts by the Company's stockholders to correct the imbalance between
the performance of the Company and the Company's stock and management and
compensation have been ignored or frustrated by management. At the 1995 Annual
Meeting the stockholders of the Company resoundingly voted down the management
stock compensation plan proposed by management. This action by the stockholders
at the 1995 Annual Meeting did not deter the Board from granting substantial
bonuses to management of the Company for the year 1996. At last year's Annual
Meeting, a stockholder-sponsored proposal to rescind the "Golden Parachutes" for
senior management was narrowly defeated after the Company acquired 1.6 million
shares in privately negotiated transactions at prices that were above the then
current market price. The final vote for this proposal was 3,478,284 in support
of rescinding the "Golden Parachutes," with 3,766,816 voting against rescission.
Although it is not certain what the impact of the Company's stock repurchases
was on the ultimate outcome of this election, the timing and scope of the stock
repurchases suggest that the motivation of the repurchase may have been to
affect the outcome of the election. If, absent a sale of their stock, the
selling stockholders had voted in support of the proposal, the final vote could
have been approximately 5 million votes in support of rescission and only
approximately 2.2 million against, a result and a margin consistent with the
prior year's rejection of the proposed management stock compensation plan.
STOCKHOLDERS NEED TO BE HEARD
This year, stockholders have an opportunity to deliver a clear message to
management, by adopting the Committee's proposals, which are intended to put
pressure on management and the Board to aggressively seek higher stockholder
value, and by electing to the Board of Directors the COMMITTEE NOMINEES, two
individuals who are independent of current management, possess excellent general
business and financial skills and bring hands-on experience in some of the
Company's principal business areas. Their broad mission will be to focus
urgently on increasing stockholder value.
These proposals and the nomination of two strong candidates for the Board
may threaten the comfort and complacency of the Company's management and current
Board. Management appealed to the Securities and Exchange Commission, relying on
very technical and legalistic terms, for the right to exclude two of the
proposals from any vote. In support of their argument to the SEC, management
hired two outside law firms at significant stockholder expense to develop
justifications as to why it was appropriate to not have the owners of the
Company heard. They asserted that under Delaware law the specific matters were
properly the business of the Board, not the stockholders. The Board, which has
presided over cumulative net losses of $22.7 million in the past five years, is
saying by implication that it is better suited to make certain decisions than a
majority of the Company's owners. The Committee disagrees. In response to PLM's
appeal, the SEC issued a letter to PLM stating that it was unable to conclude
that PLM could omit those two proposals from its Proxy Statement.
PLM's management also defends the "Poison Pill." They argue that thousands
of companies have "Poison Pills" and that they serve to prevent abusive tender
offers. However, it is evident that the most effective prevention of abusive or
any other tender offers is a Board and management team that will foster revenue,
net income and stockholder value growth, while sustaining a high return on the
capital that the
12
<PAGE>
investing public has entrusted to them. A "Poison Pill" works best to protect a
company that is enduring a temporary downturn or one which, infused with new
management and a winning strategy, needs time to right the course. Neither of
these situations exists with the Company. In our opinion, this management team
has enjoyed well over six of the most auspicious years to prove their case and
they have failed. Why should this year and future years be any different? We
believe the "Poison Pill," coupled with the Board's and management's
unwillingness to encourage bids for the Company, presents an insurmountable
barrier for a more capably managed company to overcome in acquiring the Company.
WHY THE COMPANY SHOULD EITHER REPLACE MANAGEMENT OR BE SOLD
Although consistent underperformance should be sufficient reason to replace
management or sell the Company, it is important to review the reasons for this
failure to understand why we believe management's recent strategic plans will
fare no better than those from the past.
The Stockholders' Committee includes several members of the management of
Equis Financial Group Limited Partnership, including Gary D. Engle, Equis' Chief
Executive Officer. Equis, previously named American Finance Group, was from the
early 1980's until 1994 a sponsor of publicly-registered equipment leasing
partnerships, and in some cases, a direct competitor of the Company during that
period. In 1996, Equis sold to the Company the lease origination group and name
of American Finance Group. As a result, members of the Committee have both an
understanding of the economics and business issues of the equipment lease-public
fund industry and insights into the Company. Based on this background and the
successes achieved at Equis, the Committee believes strongly there are
opportunities to dramatically improve profitability at the Company.
First, and very importantly, in our opinion, there are serious questions as
to whether or not the Company has a profitable business strategy to achieve high
returns on investment. In many of the segments in which the Company competes,
there are either larger and better capitalized competitors or more focused niche
players. The Company attempts to compete in shipping, rail, trucking, aircraft
leasing, container leasing, platform rigs, and, in the case of its American
Finance Group ("AFG") subsidiary, the investment-grade lease industry. This
excessively broad focus mirrors the business model of some large diversified
finance companies, such as GE Capital. However the Company enjoys neither the
economies of scale, the funding capabilities, nor the excellence and depth of
management that enable GE Capital to succeed on such a global scale. Companies
with more modest resources than other diversified finance giants generally
compete with greater focus in a narrow niche or segment. In each of the segments
in which PLM competes, the Company competes against focused market leaders and
large diversified companies, both types of which enjoy greater returns than the
Company.
The Committee also questions whether the Company consistently and adequately
analyzes and plans for its capital expenditures and strategic directions. The
Company spent considerable time and expense in developing and marketing its most
recently syndicated fund, the PLM Income Fund I, or "No Load." The structure of
the No Load required the Company to subsidize the direct costs of selling units
in the Fund by reimbursing the broker commissions and marketing costs in
exchange for a 15% carried interest in the Fund. In May 1996, after pursuing
this strategy for just over one year and investing approximately $15 million,
the Company abruptly terminated its marketing efforts and disbanded its equity
syndication group. Based on the Company's required investment in the Fund
coupled with the other costs associated with the marketing efforts, the
Committee believes that the No Load will not generate sufficiently attractive
returns to warrant such a large investment. The Committee's questions are:
Did the Company adequately address the potential profitability of the No
Load before undertaking the significant efforts and costs to develop this
product?
If so, why did the Company terminate its efforts so abruptly in 1996,
incurring at the time a charge in excess of $1 million as a result of such
termination?
13
<PAGE>
At the 1996 Annual Meeting, management announced that its AFG subsidiary was
to be one of the cornerstones of its new strategic plan. This emphasis on AFG
was reiterated by management in the Company's recent press release discussing
first quarter 1997 financial results. While the Committee is aware of the
positive elements of the business of AFG, including its personnel and market
position, we question rapidly earmarking large capital investments in a business
in which the Company has no established track record. The Company's poor
historical operating performance raises concerns regarding management's ability
to effect a sustainable long-term strategic plan for AFG. The Committee also
questions whether the Company's management team possesses sufficient depth of
experience and vision to cause a newly acquired business unit to become a
strategic foundation for long-term growth. The characterization of AFG as a key
component to the Company's future growth is not unlike the Company's initial
optimism for the "No Load" product which was once considered to be essential to
the future success of the Company.
MANAGEMENT'S STOCK REPURCHASE PROGRAM
Finally, we believe the timing of recent activities by the Board, in light
of their receipt of the Committee's five stockholder proposals, further
illustrates management's attempts to entrench itself in spite of the stock's
poor performance over the past several years. In early March, after receipt of
the stockholder proposals, the Board authorized the repurchase of up to $5
million of the Company's stock. Although we are generally supportive of the
Company's repurchasing its stock or paying dividends, the timing of the
repurchase suggests that one of the objectives of the repurchase program is to
bolster the stock price in advance of the 1997 Annual Meeting in order to
strengthen management's position. Prior to this announcement, the stock had been
trading at around $3.25 per share. After the announcement of the Company's
repurchase program, the stock price increased 33% to over $4.00 per share in
just over a month.
The Committee believes that the highest value for the Company will be
achieved by immediately putting the Company up for sale, before more value is
depleted by excessive overhead, questionable investment strategies and
underperforming management. Our stockholder proposals attempt to facilitate such
an event. If such an effort is not successful, the directors we have nominated
are committed to actively working for lower overheads, greater focus, more
accountability, and better use of the Company's capital.
EQUIS' OFFER TO PURCHASE THE COMPANY
As stated elsewhere in this Proxy Statement, Gary D. Engle, the Chairman of
the Stockholders Committee, controls Equis Financial Group Limited Partnership.
On April 25, 1997, Mr. Engle made on behalf of Equis and its affiliates an
offer to acquire 100% of the stock of the Company for $5.00 per share, payable
in cash in a "cash out" merger. Mr. Engle's letter to PLM setting forth that
offer is as follows:
14
<PAGE>
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 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,
GARY D. ENGLE, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
15
<PAGE>
Please note that the proposal set forth in the foregoing letter from Mr.
Engle for the acquisition of PLM by Equis or an affiliate of Equis is a proposal
for a "friendly" acquisition of the Company, in a cash out merger, with the
approval of the Company's Board of Directors. Please note also that Mr. Engle's
letter states clearly and unequivocally that Equis has the financial capability
to complete the acquisition of PLM proposed by Equis and that Equis' proposed
definitive Agreement would not contain any financing condition with respect to
the purchase price payable upon the completion of the transaction.
Equis believes that a sale of the Company to Equis on the terms set forth
above would be attractive to the stockholders of the Company. On May 5, 1997,
Mr. Engle received a letter from PLM dated May 1, 1997, responding to Mr.
Engle's proposal. PLM's letter to Equis states that the Board of Directors of
PLM intends to consider his letter in accordance with its fiduciary
responsibilities to all shareholders. PLM's letter also requests that Equis
provide PLM with certain information. Equis intends to respond to this letter
shortly. The Committee's position is that if the Board rejects Equis' offer, it
should use this offer as a starting point and immediately begin an orderly sales
process in order to realize the highest value for the Company. (In deciding how
to vote your shares, please bear in mind, as stated elsewhere in this Proxy
statement, that there is no understanding or agreement between the Committee and
the COMMITTEE NOMINEES, Messrs. Jebsen and Witter, and that in particular, they
are committed only to maximizing stockholder value, not to supporting Equis'
offer or any other specific proposal for the sale of the Company.)
The Board's alternative to selling is to maintain the current course. The
current management group and Board of Directors have had many years to realize
greater stockholder values. Despite the time that they have had and the numerous
strategies they have pursued, in the opinion of the Committee their only
accomplishments have been the preservation of their jobs, the preservation of
their "Golden Parachutes" and the maintenance of significant barriers to
prospective buyers who would either (a) buy the Company at a substantial premium
to the market price of the Company's stock or (b) invest more capital in
restructuring the Company and replacing existing management and the Board of
Directors. We are confident that the status quo is not the best alternative for
stockholders. We feel that the optimal choice is to realize the Company's value
immediately, by selling the Company at a point when the market is very receptive
and company valuations are high. If you agree with this position, please join
with us in creating the necessary change that will ensure such an event by
sending in the green card.
CERTAIN ADDITIONAL INFORMATION
The PLM Proxy Statement contains certain additional information, including
information with respect to management's nominees for election as directors, any
other proposals of the Company's Board of Directors, the beneficial owners of
more than five percent (5%) of the Company's voting securities, stock ownership
of directors and officers and the date by which stockholder proposals must be
received in order to be included in the Company's proxy materials for its 1998
Annual Meeting. Such information, which we have not independently verified, is
incorporated herein by reference.
SOLICITATION OF PROXIES
The Committee may solicit proxies by mail, advertisement or other printed
means; telephone, facsimile, telegram or other electronic means; or in person.
Solicitations are expected to be made by members of the Committee, as well as by
persons whom we hire, and who will be compensated for their efforts. We have
requested that banks, brokerage firms and other custodians, nominees and
fiduciaries forward solicitation materials to the beneficial owners of the
shares they hold of record. We will reimburse these record holders for customary
clerical and mailing expenses incurred by them in forwarding these materials to
their customers.
We have engaged Corporate Investor Communications, Inc. as our proxy
solicitors, and expect that their fees for their services will be approximately
$21,000, plus reimbursement for out-of-pocket expenses.
16
<PAGE>
Through April 30, 1997, we have expended approximately $75,000 in preparing for
this solicitation and anticipate that we will spend a total of approximately
$150,000, including the proxy solicitors' fees, during the entire process.
Gary D. Engle, Chairman of the Committee, will bear the costs of our proxy
solicitation. Because he believes that this solicitation is in the interests of
the Company and its stockholders, he may seek reimbursement of his expenses for
this solicitation from the Company's Board of Directors, without submission of
the matter to a vote of the stockholders.
17
<PAGE>
ANNEX A
CERTAIN INFORMATION REGARDING THE MEMBERS OF THE COMMITTEE
AND THE COMMITTEE NOMINEES
SHARE OWNERSHIP INFORMATION
The following table sets forth the name, business address and number of
shares of voting securities owned beneficially by each of the participants in
this proxy solicitation or their associates as of April 25, 1997. No such
participant or associate owns any securities other than shares of Common Stock
and no such participant or associate owns any such shares of record but not
beneficially.
<TABLE>
<CAPTION>
COMMITTEE MEMBERS AMOUNT AND NATURE OF
NAME AND BUSINESS ADDRESS BENEFICIAL OWNERSHIP
- -------------------------------------------------------------------------------------------- --------------------
<S> <C>
Gary D. Engle............................................................................... 133,400(1)
Equis Financial Group
98 North Washington Street Boston, MA 02114
James A. Coyne.............................................................................. 1,000
Equis Financial Group
98 North Washington Street
Boston, MA 02114
Geoffrey A. MacDonald....................................................................... 3,000
Equis Financial Group
98 North Washington Street
Boston, MA 02114
Timothy Perkins............................................................................. 1,000
Drexel University
3141 Chestnut Street
Philadelphia, PA 19104
Douglas Smuckler............................................................................ 786
Wells Fargo Bank
First Market Tower, 18th Floor
525 Market Street
San Francisco, CA 94105
</TABLE>
- ------------------------
(1) Includes 12,400 shares purchased by Equis Financial Group, 98 North
Washington Street, Boston, Massachusetts 02114 on April 9, 1997.
<TABLE>
<CAPTION>
COMMITTEE NOMINEES AMOUNT AND NATURE OF
NAME AND BUSINESS ADDRESS BENEFICIAL OWNERSHIP
- -------------------------------------------------------------------------------------------- --------------------
<S> <C>
Hans Peter Jebsen........................................................................... 1,000
c/o Loki
Klingenberggt. 7A, 9th Floor
0161 0510, Norway
Malcolm G. Witter........................................................................... 190,330
4314 East Mercer Way
Mercer Island, Washington 98040
</TABLE>
18
<PAGE>
SHARE TRANSACTION INFORMATION
The following table sets forth information with respect to all purchases and
sales of the Company's voting securities (in all cases, Common Stock) by members
of the Committee, COMMITTEE NOMINEES and their associates during the past two
years (since April 15, 1995).
Shares purchased and sold directly or indirectly by Gary D. Engle.
<TABLE>
<CAPTION>
PURCHASE OR
DATE NUMBER OF SHARES SALE
- --------- ----------------- ---------------
<C> <C> <S>
4/28/95 3,000 Purchase
5/1/95 5,000 Purchase
5/2/95 2,000 Purchase
5/8/95 3,000 Purchase
5/10/95 3,000 Purchase
5/10/95 900 Purchase
5/11/95 3,100 Purchase
5/18/95 700 Purchase
5/19/95 3,800 Purchase
5/19/95 2,300 Purchase
5/22/95 200 Purchase
5/26/95 5,000 Purchase
5/26/95 3,000 Purchase
5/30/95 3,000 Purchase
6/1/95 3,000 Purchase
6/13/95 900 Purchase
6/14/95 2,100 Purchase
6/19/95 20,000 Purchase
6/19/95 3,000 Purchase
6/20/95 20,000 Purchase
6/20/95 15,000 Purchase
7/18/95 1,700 Purchase
7/19/95 5,000 Purchase
7/19/95 5,000 Purchase
7/19/95 4,800 Purchase
7/20/95 3,500 Purchase
5/13/96 1,100 Purchase
5/14/96 17,100 Purchase
5/15/96 5,000 Purchase
2/20/97 5,000 Purchase
2/20/97 3,000 Purchase
3/4/97 5,000 Sale
4/7/97 5,000 Sale
4/8/97 1,500 Sale
4/11/97 10,000 Sale
4/16/97 10,000 Sale
4/18/97 1,000 Purchase
</TABLE>
Shares purchased and sold directly or indirectly by James A. Coyne.
<TABLE>
<CAPTION>
PURCHASE OR
DATE NUMBER OF SHARES SALE
- --------- ------------------- ---------------
<C> <C> <S>
11/10/95 1,000 Purchase
</TABLE>
19
<PAGE>
Shares purchased and sold directly or indirectly by Geoffrey A. MacDonald.
<TABLE>
<CAPTION>
PURCHASE OR
DATE NUMBER OF SHARES SALE
- --------- ------------------- ---------------
<C> <C> <S>
4/21/95 2,000 Purchase
4/24/95 1,000 Purchase
</TABLE>
Shares purchased and sold directly or indirectly by Douglas Smuckler.
<TABLE>
<CAPTION>
PURCHASE OR
DATE NUMBER OF SHARES SALE
- --------- ----------------- ---------------
<C> <C> <S>
5/1/95 10,000 Sale
3/7/96 6,000 Sale
3/8/96 2,000 Sale
</TABLE>
Shares purchased and sold directly or indirectly by Hans Peter Jebsen.
<TABLE>
<CAPTION>
PURCHASE OR
DATE NUMBER OF SHARES SALE
- --------- ------------------- ---------------
<C> <C> <S>
4/21/97 1,000 Purchase
</TABLE>
CERTAIN ADDITIONAL BACKGROUND REGARDING THE COMMITTEE MEMBERS
None of the members of the Committee and no other person who may be deemed
to be a "participant" in this proxy solicitation currently is, or during the
last year has been, a party to any contract, arrangement or understanding with
any other person with respect to any of the Company's securities, except as set
forth in this Proxy Statement.
TRANSACTIONS BETWEEN PLM AND EQUIS
Gary D. Engle is the President and Chief Executive Officer of Equis. James
A. Coyne is a Senior Vice President of Equis. Geoffrey MacDonald is the Chairman
of Equis. Mr. Engle owns a controlling interest in Equis. On January 1, 1995,
Equis, under its former name, American Finance Group, entered into a series of
agreements with PLM, whereby PLM would: (i) purchase, in a multi-step
transaction, certain of Equis' assets and (ii) provide accounting, asset
management and investor services to Equis and certain of Equis' affiliates,
including all equipment leasing programs managed by Equis (the "Investment
Programs").
On January 3, 1996, Equis and PLM executed an amendment to the 1995
agreements whereby PLM purchased (i) Equis' lease origination business and
associated contracts, (ii) the rights to the name "American Finance Group" and
associated logo and (iii) certain furniture, fixtures and computer software. PLM
hired Equis' marketing force and certain other support personnel effective
January 1, 1996 in connection with the transaction and relinquished its
responsibilities under the 1995 agreements to provide accounting, asset
management and investor services to Equis, its affiliates and the Investment
Programs after December 31, 1995.
Pursuant to the 1996 amendment to the 1995 agreements, Equis and certain of
its affiliates agreed not to compete with the lease origination business sold to
PLM for a period of five years. Equis reserved the right to satisfy all
equipment needs of the Investment Programs and to discontinue using the name
"American Finance Group" and its acronym, "AFG," except where it is used in
connection with the Investment Programs. Equis received $2,448,263 from PLM in
cash consideration under these agreements.
Also pursuant to the 1996 amendments to the 1995 agreements, the parties
agreed that KPMG Peat Marwick LLP ("Peat Marwick") would conduct an audit of
various accounting issues relating to payments due to or from each of the
parties and then report to the parties. Peat Marwick issued its report in
October, 1996. Thereafter, each of the parties notified the other of disputes in
connection with matters described in the report.
20
<PAGE>
Pursuant to a settlement agreement entered into as of March 5, 1997, (i) PLM
paid to Equis certain monies erroneously paid to PLM by certain lessees of
equipment and the parties agreed to account to each other for other mistaken
payments made in the future, (ii) the parties clarified the duties and
obligations of PLM in respect to an equipment portfolio in which Equis had a
continuing interest but the servicing of which was PLM's responsibility and
agreed that all management fees paid to Equis after the date of the settlement
agreement would be assigned to PLM, (iii) Equis agreed, on behalf of certain of
its Investment Programs, to pay PLM $167,543 for various investor services
charges, (iv) Equis assigned to PLM certain interim rents receivable from a
certain lessee previously collected by PLM, (v) Equis paid to PLM certain
remarketing fees relating to remarketing services performed by PLM for Equis or
its affiliates and agreed to indemnify PLM in connection with its remarketing
services and (vii) each party agreed to release the other party from certain
liabilities.
TRANSACTIONS BETWEEN PLM AND AFFILIATES OF HANS PETER JEBSEN
Mr. Jebsen and his two brothers, through a family holding company, and their
parents are the beneficial owners of Halberton Limited, a Bermuda corporation,
and Peckham Investments, Inc., a Liberian corporation, which together own 60% of
the outstanding capital stock of Gearbulk Holding Limited, a Bermuda corporation
which maintains its registered office at Par La Ville Place, 14 Par La Ville
Road, Hamilton, HM JX Bermuda ("GBH"). Mr. Jebsen's indirect ownership interest
in GBH is 12.85%. GBH is engaged in the shipping business on a worldwide basis.
GBH, through numerous subsidiaries and affiliates, owns and operates a large
number of ocean going vessels and also charters (i.e., rents) other vessels from
other parties from time to time. In recent years, GBH, through its subsidiary
Gearbulk Pool, has chartered ships owned by PLM, or various partnerships
controlled by PLM or other affiliates of PLM, for limited periods of time. All
such ship charters between GBH or its affiliates and PLM or its affiliates have
been at the normal charter rates prevailing at the time of such charters and on
other terms and conditions customary for such charters. The charter payments
made by Gearbulk Pool to PLM affiliates during 1996 totaled approximately
$1,125,000. Charter payments made by Gearbulk Pool to PLM affiliates during 1997
to date have totaled approximately $1,400,000. From time to time, disagreements
have arisen between the GBH affiliate and the PLM affiliate involved in such
charters regarding the settlement of charges due from one party to the other in
connection therewith. To date, to the best of Mr. Jebsen's knowledge, all such
disagreements have generally been resolved between the parties. Mr. Jebsen
understands that two such disagreements, involving a total of approximately
$250,000, are currently pending.
Other than as set forth in this Proxy Statement, there has been no
transaction not in the ordinary course of business since the beginning of PLM's
last fiscal year, and there is not currently any proposed transaction to which
PLM is a party, in which the Committee or any of its members or an "associate"
or any immediate family member of any of the foregoing persons or any other
person who may be deemed to be a "participant" in this proxy solicitation had or
will have a direct material interest including, without limitation, any
understanding with respect to any future employment or any future transaction in
which PLM or any of its affiliates is a party.
21
<PAGE>
YOUR VOTE IS EXTREMELY IMPORTANT
No matter how many or how few PLM shares you own, please vote FOR the
COMMITTEE NOMINEES and IN FAVOR OF the COMMITTEE PROPOSALS by SIGNING, MARKING,
DATING and MAILING your green proxy card in the enclosed postage-paid envelope.
If you wish to vote FOR OUR NOMINEES and IN FAVOR OF OUR PROPOSALS, you must
submit the enclosed green proxy card and MUST NOT later submit PLM's proxy card.
If you have already voted and returned PLM's proxy card, you have every
legal right to change your mind and vote FOR OUR NOMINEES and IN FAVOR OF OUR
PROPOSALS on the green proxy card. Only your latest dated proxy card will be
counted at the Annual Meeting.
IF YOU OWN YOUR SHARES IN THE NAME OF A BROKER OR OTHER NOMINEE, YOU MUST
TELL YOUR BROKER OR NOMINEE HOW TO VOTE YOUR SHARES. YOUR BROKER OR NOMINEE
CANNOT VOTE YOUR SHARES WITHOUT SPECIFIC INSTRUCTIONS FROM YOU. THESE
INSTRUCTIONS CAN BE GIVEN BY COMPLETING AND RETURNING YOUR GREEN PROXY CARD
TODAY.
TIME IS OF THE ESSENCE. PLEASE VOTE AND RETURN YOUR COMPLETED AND SIGNED
GREEN PROXY CARD TODAY.
If you have any questions or need assistance in voting your shares or in
changing your vote, please contact William Fiske or Paul Hebert at the toll-free
number listed below:
CORPORATE INVESTOR COMMUNICATIONS, INC.
111 Commerce Road
Carlstadt, NJ 07072-2586
Toll Free Telephone (800) 640-6242
Facsimile (201) 804-8017
22
<PAGE>
PLM STOCKHOLDERS COMMITTEE
PROXY SOLICITED
FOR USE AT THE 1997 ANNUAL MEETING OF STOCKHOLDERS
OF PLM INTERNATIONAL, INC.
The undersigned stockholder of PLM International, Inc. ("PLM") hereby
appoints Gary D. Engle and James A. Coyne as lawful attorneys and proxies, with
several power of substitution, for and in the name of the undersigned to
represent, and vote, as designated on the reverse side, all shares of the Common
Stock of PLM which the undersigned is entitled to vote at the 1997 Annual
Meeting of the Stockholders of PLM to be held on June 10, 1997, 1:00 p.m. local
time, or at any adjournment, postponement or rescheduling thereof (collectively,
the "Annual Meeting"). The undersigned hereby revokes any and all previous
proxies with respect to the matters covered by this proxy and the voting of such
shares at the Annual Meeting.
<TABLE>
<C> <C>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE.
</TABLE>
TO VOTE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMMITTEE, JUST SIGN, DATE
AND RETURN THIS PROXY--NO BOXES NEED BE CHECKED.
THIS PROXY SOLICITED ON BEHALF OF THE STOCKHOLDERS COMMITTEE IN CONNECTION WITH
THE ANNUAL MEETING.
<TABLE>
<CAPTION>
A. ELECTION OF DIRECTORS WITHHOLD AUTHORITY for all nominees
listed / /
<C> <C>
FOR all nominees listed (except as Nominees: HANS PETER JEBSEN and
marked to the contrary below) MALCOLM G. WITTER
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
PRINT THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
B. ADOPTION OF COMMITTEE PROPOSALS
<C> <C>
The PLM Stockholders Committee recommends a vote IN FAVOR OF proposals 1
through 5.
FOR / / AGAINST / / ABSTAIN / /
1. COMMITTEE PROPOSAL 1, to recommend that the Board of Directors
eliminate the Company's Rights ("Poison Pill") Plan.
FOR / / AGAINST / / ABSTAIN / /
2. COMMITTEE PROPOSAL 2, to recommend that the Board of Directors
establish a committee of the Board of Directors to actively seek to
maximize stockholder value.
FOR / / AGAINST / / ABSTAIN / /
3. COMMITTEE PROPOSAL 3, to amend the By-laws to require the Board of
Directors to terminate all defensive measures in the event the Board
decides to oppose a cash tender offer.
FOR / / AGAINST / / ABSTAIN / /
4. COMMITTEE PROPOSAL 4, to recommend that the Board of Directors approve
and submit to the stockholders an amendment to the Certificate of
Incorporation to provide that the Company will not be governed by
Section 203 of the Delaware General Corporation Law.
FOR / / AGAINST / / ABSTAIN / /
5. COMMITTEE PROPOSAL 5, to amend the Certificate of Incorporation to
repeal Article Eleventh.
FOR / / AGAINST / / ABSTAIN / /
</TABLE>
<PAGE>
<TABLE>
<C> <C>
C. DISCRETIONARY AUTHORITY
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or any
adjournment, postponement or rescheduling thereof. If the management of
the Company refuses to bring the COMMITTEE NOMINEES and the COMMITTEE
PROPOSALS before the Annual Meeting, the proxies are authorized to
withhold, in their discretion, all votes.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN. IF
NO INSTRUCTIONS ARE GIVEN, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED "FOR" ALL OF THE NOMINEES LISTED ABOVE, "IN FAVOR" OF COMMITTEE
PROPOSALS NO. 1, NO. 2, NO. 3, NO. 4 AND NO. 5 AND IN THE DISCRETION OF
THE PROXY HOLDERS AS TO OTHER MATTERS.
PLEASE DATE AND SIGN THIS PROXY EXACTLY AS YOUR NAME APPEARS HEREON.
Siganture(s)
--------------------------------------------
Title
--------------------------------------------
Dated
--------------------------------------------,
1997
TITLE OR CAPACITY
IF STOCK IS JOINTLY HELD, EACH JOINT OWNER
SHOULD SIGN. WHEN SIGNING AS ATTORNEY-IN-FACT,
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN,
CORPORATE OFFICER OR PARTNER, PLEASE GIVE FULL
TITLE OR CAPACITY
</TABLE>
<PAGE>
****IMPORTANT NOTICE****
If you already voted PLM's White Proxy Card
because you didn't think you had a choice,
YOU DO!
IT'S NOT TOO LATE.
Please vote the enclosed GREEN PROXY CARD and
vote to protect stockholder value.
Only the last card mailed will count as your vote.
