May 20. 1997
Dear Fellow Stockholder,
As our 1997 Annual Meeting approaches, we are in the midst of a proxy
contest initiated by Gary D. Engle and several associates. In an effort to gain
control of your Company, Mr. Engle formed a so-called PLM Stockholders Committee
and distributed information full of statements and accusations which we believe
are misleading. We think it is important for you to know more about Engle.
ENGLE'S CHARACTERIZATION OF HIMSELF AS A "CONCERNED STOCKHOLDER" WHO IS LOOKING
OUT FOR YOUR INTEREST DOESN'T SQUARE WITH THE TRUTH.
Engle and companies he controls have sponsored 21 unsolicited tender offers for
companies that he originally organized and managed, and have been sued in a
federal class action lawsuit, and in Massachusetts Superior Court, for breach of
his duties to investors in connection with those tender offers.
ENGLE'S CLAIM THAT "A SALE OF THE COMPANY TO EQUIS ... WOULD BE
ATTRACTIVE TO STOCKHOLDERS" IS QUESTIONABLE.
In 13 of the unsolicited tender offers referred to above, Engle liquidated the
companies within one year even though in documents filed with the Securities and
Exchange Commission he stated that there were no plans to liquidate the
companies or sell their assets.
ENGLE'S PROMISE TO INCREASE THE VALUE OF YOUR INVESTMENT IN PLM IS DUBIOUS.
Engle's past record shows a history of making below-market tender offers for
companies and liquidating them for his own profit. In one of the unsolicited
tender offers referred to above, Engle's investment earned a return of 138% in
just eleven months. Investors in the same company earned 0.6 % per year over
approximately 8 years! Indeed, Engle's proxy materials reveal that he is already
cashing in--during the stock's recent price increase, Gary Engle SOLD 31,500
shares of PLM's common stock.
ENGLE'S SCHEME TO PROFIT AT YOUR EXPENSE
We believe that Engle and his associates are trying to do the same thing to
PLM's investors as they have done to other companies' investors. As part of
their scheme to gain control of your Company, Engle and his associates submitted
five proposals for your consideration which would make it easier for him to
succeed in a coercive takeover. They are also sponsoring two hand-picked
nominees for election to your Board of Directors--Malcolm G. Witter, a former
stockbroker who presently is unemployed, and Hans Peter Jebsen, a resident of
Norway and the son of the founder of a European shipping company which has had a
series of commercial disputes with your Company.
Shortly after submitting his proposals and commencing this proxy contest, Engle
delivered a letter to your Board of Directors stating that another company he
controls is "prepared to offer" to pay stockholders $5 per share for all of the
Company's outstanding stock. Engle's proposed purchase price is below the
Company's per share book value and below the market price as of the close of
trading on May 16, 1997.
We also think it is important to set PLM International's record straight.
ENGLE'S STOCK PERFORMANCE GRAPHS ARE MISLEADING.
ENGLE SAYS: "The poor performance of the Company's stock is underscored
by comparing its significant decline with the tremendous
increase in the major stock market indices . . ."
THE TRUTH IS: Since completing its restructuring plan in December 1994,
PLM's stock price has almost doubled, and it has increased 60%
this year alone.1 During both periods, PLM's stock price
outperformed the S & P 500 (SPX). Engle's information, in
typical fashion, distorts PLM's stock performance by presenting
different scales in his two charts. As shown below, the
comparative results appear much different when PLM's stock
performance is measured on charts using the same scale.
[Comparative Stock Charts]
The diagram is a line graph showing the percentage change in daily
closing price through 5/9/97 for PLM and the S&P 500. During the
defined time period the PLM line stays generally above the S&P 500
line (a greater increase in value since 12/1/94) until May 1996,
and then after lagging the S&P 500 for about 11 months, catches and
exceeds it in April 1997.
ENGLE'S "NET INCOME" FIGURES ARE MISLEADING.
ENGLE SAYS: "Since year-end 1991, PLM has incurred nearly $22.7 million
of cumulative net losses. . ."
THE TRUTH IS: For the years ended 1991-96, the Company reported cumulative
net income of $1.7 million.2 Engle's figures include required
preferred stock dividends and the effect of a significant
accounting change. The Company has reported nine
consecutive quarters of profits since completing
its restructuring plan.
DON'T GAMBLE ON ENGLE'S EMPTY PROMISES
- --------
1 Based on the closing price of $5.50 per share on the American Stock
Exchange on May 16, 1997.
2 Source: consolidated Statements of Operations of the Company and its
subsidiaries for the years ended 1991-96, as filed annually with the U.S.
Securities and Exchange Commission.
We have rebuilt PLM International into a financially sound, growth company. The
Board of Directors believes that it is not in the best interest of all
stockholders to turn over control of the Company just when the positive results
of our strategic plan are beginning to be reflected in the stock's valuation.
RETURN THE WHITE PROXY CARD TODAY
If your shares are registered in your own name, you may mail or fax the
Company's WHITE proxy card to MacKenzie Partners, Inc. at the address or fax
number listed below.
If your shares are held in "Street Name" - held in your name by your brokerage
firm or bank - immediately instruct your broker or bank representative to sign
the Company's WHITE proxy card on your behalf. If you have further questions,
please call:
MacKenzie Partners, Inc. (logo)
156 Fifth Avenue
New York, NY 10010
CALL TOLL FREE (800) 322-2885)
FAX: (212) 929-0308
SUPPORT YOUR CURRENT BOARD
VOTE PLM'S WHITE PROXY CARD TODAY!
Even if you have already returned PLM's WHITE proxy card, which we recently sent
you together with PLM's Annual Report, please take a moment to sign, date and
mail the enclosed WHITE card in the postage-paid envelope to be sure your shares
are represented at the Annual Meeting. We again ask you NOT to return Engle's
GREEN proxy card, even as a protest against their nominees, because it will have
the effect of canceling your vote for your Board's nominees.
If you have already returned Engle's GREEN proxy card, you may change your
vote by returning a later dated WHITE proxy card.
We appreciate your support and thank you for your continuing interest in PLM.
On behalf of the Board of Directors,
Sincerely,
/s/ Robert N. Tidball
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ROBERT N. TIDBALL
President and Chief Executive Officer
