SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Event: November 26, 1997
Date of Report: December 1, 1997
PLM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter
Delaware
(State or other jurisdiction of
incorporation or organization)
1-9670 94-3041257
(Commission File Number) (I.R.S. Employer Identification Number)
One Market
Steuart Street Tower, Suite 800
San Francisco, California 94105-1301
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 974-1399
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ITEM 5. Other Events
On November 26, 1997, an amendment (The "Amendment") to Article FOURTH of PLM
International, Inc.'s (the "Company") Certificate of Incorporation was approved
by a majority of the outstanding shares of the Company's Common Stock. On the
same date the Amendment was filed with the Delaware Secretary of State, which
date is the effective date of the Amendment. A copy of the Amendment is attached
as an exhibit to this form.
Attachment:
Exhibit 1: Amendment to Article FOURTH of PLM International, Inc.'s
Certificate of Incorporation
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EXHIBIT 1
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
PLM INTERNATIONAL, INC.
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
PLM International, Inc., a Delaware corporation (the "Company"), does
hereby certify as follows:
FIRST: Article FOURTH of the Certificate of Incorporation of the
Company is hereby amended by adding as Section VII to said Article FOURTH the
following provisions:
VII. At 6:00 p.m. (Eastern Time) on the effective date of the
amendment adding this Section VII to Article FOURTH (the "Effective
Date"), each share of Common Stock held of record as of 6:00 p.m.
(Eastern Time) on the Effective Date shall be automatically
reclassified and converted, without further action on the part of the
holder thereof, into one-two hundredth (1/200) of one share of Common
Stock. No fractional share of Common Stock shall be issued to any
Fractional Holder (as defined below) upon such reclassification and
conversion. Except as set forth in the immediately following sentence,
from and after 6:00 p.m. on the Effective Date, each Fractional Holder
shall have no further interest as a stockholder in respect of any such
fractional share and, in lieu of receiving such fractional share, shall
be entitled to receive, upon surrender of the certificate or
certificates representing such fractional share, the cash value of such
fractional share based on the average daily closing price per share of
the Common Stock on the American Stock Exchange for the 10 trading days
immediately preceding the Effective Date, without interest. Appraisal
rights under Section 262 of the GCL shall be available for each such
fractional share of a Fractional Holder who has complied with the
provisions of said Section 262. As used herein, the term "Fractional
Holder" shall mean a holder of record of less than 200 shares of Common
Stock as of 6:00 p.m. (Eastern Time) on the Effective Date, who would
be entitled to less than one whole share of Common Stock in respect of
such shares as a result of the reclassification and conversation
provided for herein.
At 7:00 p.m. (Eastern Time) on the Effective Date, each share
of Common Stock and any fraction thereof (excluding any interest in the
Company held by a Fractional Holder converted into cash pursuant to the
immediately preceding paragraph) held by a holder of record of one or
more shares of Common Stock as of 7:00 p.m. (Eastern Time) on the
Effective Date shall be automatically reclassified and converted,
without further action on the part of the holder thereof, into multiple
shares of Common Stock on the basis of 200 shares of Common Stock for
each share of Common Stock then held.
SECOND: The foregoing amendment was duly adopted in accordance with
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be duly executed in its corporate name this 26th day of November
1997.
PLM INTERNATIONAL, INC.
By: /s/ Robert N. Tidball
------------------------
Robert N. Tidball
President
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned hereunto duly authorized.
PLM INTERNATIONAL, INC.
(Registrant)
DATE: December 1, 1997
By: /s/ Susan C. Santo
-------------------------------
Susan C. Santo
Vice President, Secretary and
and General Counsel
