Contacts:
Janet M. Turner Dan Burch
VP, Investor Relations President, MacKenzie Partners
(415) 905-7214 (212) 929-5500
PLM INTERNATIONAL NOMINEES ENDORSED BY INDEPENDENT ADVISORY FIRM
FOR IMMEDIATE RELEASE
San Francisco, California, May 29, 1997-- San Francisco-based PLM International,
Inc. (ASE:PLM) today announced that Institutional Shareholder Services, Inc., a
leading independent advisor to institutional investors on proxy and other
shareholder-related matters, has issued a recommendation that its clients vote
for the PLM International nominees for directors and against two of five
proposals submitted by the PLM Stockholders Committee, a group of dissident
shareholders.
After meeting with PLM International senior management and representatives of
the PLM Stockholders Committee (the Committee), Institutional Shareholder
Services, Inc. concluded, "Because of our uncertainty regarding the Committee's
long-range intentions and [PLM] management's staunch progress in repositioning
the company, we see no reason to change the board or oppose management's
directors."
Institutional Shareholder Services, Inc. (ISS) also recommended that its clients
vote against two of the shareholder proposals submitted by the Committee. In
recommending a vote against proxy item no. 4, which proposes that PLM
International not be governed by Section 203 of Delaware General Corporation
Law, a business combinations statute, ISS stated, "While the statute may
discourage second-stage mergers, opting out could expose shareholders to
bifurcated offers, absent the poison pill or other defensive measures. We
therefore believe maintaining Section 203 coverage strikes an acceptable balance
between [PLM] board power and shareholder rights." In recommending a vote
against proxy item no. 6, which proposes the establishment of a shareholder
advisory committee, ISS stated, "In view of PLM's board composition, ISS agrees
with management that instituting another board committee is overkill."
While ISS did recommend a vote for three other shareholder proposals involving
removal of antitakeover and "poison pill" provisions, ISS also cautioned its
clients that "ISS agrees with management that the poison pill proposal and bylaw
amendment have drawbacks," including, "once the defensive measures are
withdrawn, shareholders may be exposed to ... coercive tactics ... unless PLM
retains other defensive measures, such as its coverage under Delaware's business
combinations statute."
PLM International President and Chief Executive Officer Robert N. Tidball said,
"We are pleased that ISS has endorsed our nominees to the board of directors. We
look forward to continuing to implement our strategic growth plan in order to
build shareholder value."
PLM International is a diversified equipment leasing and management company
providing services to transportation, industrial, and commercial companies. With
a combined owned and managed portfolio of approximately $1.3 billion in
equipment, PLM International operates one of the 25 largest asset leasing pools
in the United States today. The Company specializes in creating equipment
leasing solutions for domestic and international customers.
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P97-10
