SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)(1)
PLM INTERNATIONAL, INC.
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(Name of issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of class of securities)
69341L106
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(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
April 30, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note. six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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CUSIP No. 69341L106 13D Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
STEEL PARTNERS II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,337,300
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,337,300
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,337,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.97%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 69341L106 13D Page 3 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WARREN LICHTENSTEIN
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,337,300
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,337,300
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,337,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.97%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 69341L106 13D Page 4 of 5 Pages
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This constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule
13D filed by the undersigned (the "Schedule 13D"). This Amendment No. 6
supplements the Schedule 13D as specifically set forth.
Item 3 is amended in its entirety to read as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 1,337,300 Shares of Common Stock
owned by Steel Partners II is $6,872,036. The Shares of Common Stock owned by
Steel Partners II were acquired with partnership funds.
Item 4 is amended to add the following:
Item 4. Purpose of Transaction.
On April 30, 1998, the Reporting Persons entered into a letter
agreement with the Issuer (the "Letter Agreement") whereby, among other things,
the Issuer agreed to supply certain information concerning the Issuer to the
Reporting Persons and the Reporting Persons agreed to keep all such information
confidential. The Letter Agreement also provides that Steel Partners II, from
the date of the Letter Agreement until December 31, 1999, will not, and will not
with others, without the consent of the Company, among other things, acquire any
additional Shares of the Issuer, other than open market purchases, enter into
any extraordinary transaction, solicit proxies or try to influence any person in
the voting of the securities of the Issuer or form a "group." In addition, after
the final adjournment of the 1998 Annual Meeting and until December 31, 1999,
Steel Partners II will vote its Shares in accordance with management's
recommendation as to the members of the Board of the Issuer and in the
discretion of Steel Partners II on all other matters. In addition, at any time
prior to February 1, 1999, Steel Partners II can, if it owns more than 10% of
the outstanding Shares of the Issuer, request the Issuer to nominate two
directors as part of management's nominees at the 1999 Annual Meeting or one
director if Steel Partners II owns more than 5% of the outstanding Shares of the
Issuer. The preceding discussion of the Letter Agreement is qualified in its
entirety by reference to the Letter Agreement, which is attached hereto and made
a part hereof.
Item 5(a) is amended in its entirety to read as follows:
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock reported owned
by each person named herein is based upon 8,373,583 Shares outstanding, which is
the total number of Shares of Common Stock outstanding as reported in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
As of the close of business on April 30, 1998, Steel Partners II
beneficially owned 1,337,300 Shares of Common Stock, constituting approximately
15.97% of the Shares outstanding. Mr. Lichtenstein may be deemed to beneficially
own all shares owned by Steel Partners II by virtue of his authority to vote and
dispose of such Shares. All of such Shares were acquired in open-market
transactions.
Item 7. Material to be Filed as Exhibits.
(a) Letter Agreement dated April 30, 1998 between PLM
International, Inc. Warren G. Lichtenstein and Steel Partners
II, L.P.
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CUSIP No. 69341L106 13D Page 5 of 5 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 1, 1998 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By:/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein,
Chief Executive Officer
/s/ Warren G. Lichtenstein
--------------------------------
WARREN G. LICHTENSTEIN
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EXHIBIT INDEX
(a) Letter Agreement dated April 30, 1998 between PLM
International, Inc. Warren G. Lichtenstein and Steel Partners
II, L.P.
April 30, 1998
Warren G. Lichtenstein
150 East 52nd Street, 21st Floor
New York, New York 10022
Steel Partners II, L.P.
150 East 52nd Street, 21st Floor
New York, New York 10022
Attn: Warren G. Lichtenstein
Gentlemen:
In order to allow us to provide you with information regarding
certain properties of PLM International, Inc. (the "Company"), for the purpose
of a possible acquisition (the "Proposed Transaction") of such properties by
either you or your affiliate, we will deliver to you, upon your execution and
delivery to us of this letter agreement, certain information about such
properties. All information about such properties furnished by us or our
affiliates, or our respective directors, officers, employees, controlling
persons or agents, including attorneys, accountants and financial advisors, (all
of such affiliates and other persons being collectively referred to herein as
"Representatives"), whether furnished before or after the date hereof, and
regardless of the manner in which it is furnished, together with analyses,
compilations, forecasts, studies or other documents prepared by you or your
Representatives which contain or otherwise reflect such information, is referred
to in this letter agreement as "Proprietary Information". Proprietary
Information does not include, however, information which (a) is or becomes
generally available to the public other than as a result of a disclosure by you
or your Representatives, (b) was available to you on a nonconfidential basis
prior to its disclosure by us or (c) becomes available to you on a
nonconfidential basis from a person other than us who is not otherwise
<PAGE>
April 30, 1998
Page -2-
bound by a confidentiality agreement with us or our Representatives, or is not
otherwise prohibited from transmitting the information to you. As used in this
letter, the term "person" shall be broadly interpreted to include, without
limitation, any corporation, company, partnership and individual.
Unless otherwise agreed upon in writing by us, you and your
Representatives agree (a) except as required by law, to keep all Proprietary
Information confidential and not to disclose or reveal any Proprietary
Information to any person other than those employed by you or on your behalf who
are actively and directly participating in the evaluation of the Proposed
Transaction or who otherwise need to know the Proprietary Information for the
purpose of evaluating the Proposed Transaction and to cause those persons to
serve the terms of this letter agreement and (b) not to use Proprietary
Information for any purpose other than in connection with the consummation of
the Proposed Transaction in a manner which we have approved.
In the event that you are requested pursuant to, or required
by, applicable law or regulation or by legal process to disclose any Proprietary
Information, you agree that you will provide us with prompt notice of such
request to enable us to seek, at our sole cost and expense, an appropriate
protective order. In the event that such protective order is not obtained, you
shall furnish only that portion of the Proprietary Information which you are
advised, in writing by your counsel, is legally required, and you shall exercise
your best efforts to obtain, to the extent reasonably possible, written
assurance that confidential treatment will be accorded the Proprietary
Information. Neither you nor any of your Representatives will oppose action by
the Company to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the Proprietary
Information.
Unless otherwise required by law, neither you nor your
Representatives will, without our prior written consent, disclose to any person
(other than those of your Representatives actively and directly participating in
the Proposed Transaction) any information about the Proposed Transaction, or the
terms, conditions or other facts relating thereto, including the fact that
discussions are taking place with respect thereto or the status thereof, or the
fact that the Proprietary Information has been made available to you.
If we determine that we do not wish to proceed with the
Proposed Transaction, we will promptly advise you of such decision. In such
case, or in the event that the proposed Transaction is not consummated, you
will, upon our request, promptly deliver to us all of the Proprietary
Information, including all copies, reproductions, summaries, analyses or extract
thereof or based thereon in your possession or in the possession of any of your
Representatives (other than that portion of the Proprietary Information which
consists of analyses, compilations, forecasts, studies or other documents
prepared by your or your Representatives, which Proprietary Information will be
destroyed by you upon our request).
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April 30, 1998
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Although the Proprietary Information contains information
which we believe to be relevant for the purpose of your evaluation of the
Proposed Transaction, we do not make any representation or warranty as to the
accuracy or completeness of the Proprietary Information. Neither we, our
affiliates, nor any of our respective officers, directors, employees, agents or
controlling persons (within the meaning of Section 20 of the Exchange Act) shall
have any liability to you or any of your Representatives relating to or arising
from the use of the Proprietary Information.
Each of you also agrees that during the period commencing on
the date of this letter agreement and ending on December 31, 1999 neither of you
nor any of your Representatives will, without the prior written consent of the
Company or the Board of Directors of the Company (the "Board"), take, or
encourage any other person to take, any of the following actions:
(a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any
voting securities or direct or indirect rights to
acquire any voting securities of the Company or any
subsidiary thereof, or any assets of the Company or
any subsidiary or division thereof or of any such
successor or controlling person provided, however,
that the provisions of this subparagraph (a) shall
not apply to open market purchases of the shares of
Common Stock of the Company ("Shares") in compliance
with applicable law;
(b) make any public announcement with respect to, or
submit a proposal for or offer of (with or without
conditions), any extraordinary transaction involving
the Company or its securities or assets; or
(c) form, join or in any way participate in a "group" (as
defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended), in connection with
the foregoing.
You also agree that during the period commencing on the day
after the final adjournment of the Company's 1998 Annual Meeting of Shareholders
and ending on December 31, 1999 neither you nor any of your Representatives
will, without the prior written consent of the Company or the Board take, or
encourage any other person to take, any of the following actions:
(d) make, or in any way participate, directly or
indirectly, in, any "solicitation" of "proxies" to
vote (as such terms are used in the rules of the
Securities and Exchange Commission), or seek to
advise or influence any person or entity with respect
to the voting of, any voting securities of the
Company;
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April 30, 1998
Page -4-
(e) make, or in any way participate, directly or
indirectly, in, any shareholder proposals; or
(f) form, join or in anyway participate in a "group" (as
defined above), in connection with any of the
foregoing.
You also agree that during the period commencing on the day
after the final adjournment of the Company's 1998 Annual Meeting of Shareholders
and ending on December 31, 1999 both of you will
(g) vote all your Shares in accordance with Company
management's recommendations as to the members of the
Board set forth in any proxy statement. In all other
circumstances, Steel Partners II, L.P., shall be able
to vote all its Shares in its sole discretion.
The provisions of paragraphs (a) through (g) above shall not
apply from and after the time any person or group not affiliated with Steel
Partners or of which none of Steel Partners, or any of their affiliates is a
member (i) files with the Securities and Exchange Commission a Schedule 14D
relating to a tender offer seeking to acquire a majority of the outstanding
Shares or (ii) files with the Securities and Exchange Commission a Schedule 13D
reporting ownership by such person or group of more than 10% of the outstanding
Shares.
In consideration of your undertakings herein, if you so
request in writing prior to February 1, 1999 and if on February 1, 1999 your
legal or beneficial ownership of such Shares constitutes 10% or more of the
Shares then outstanding, the Board shall nominate two directors for election to
the Board at the Company's 1999 Annual Meetings of Shareholders as management's
nominees, one of whom shall be Mr. Warren Lichtenstein and the other shall be a
person selected by you and acceptable to the Board (the "Other Nominee", and
together with Mr. Lichtenstein, the "Specified Directors") in accordance with
the Board's fiduciary obligations.
If at any time after February 1, 1999 your legal or beneficial
ownership of Shares ceases to constitute at least 10% of the Shares then
outstanding, then the Other Nominee (if any) shall immediately resign from the
Board or withdraw as a candidate for election to the Board, as appropriate; and
further, if at any time after February 1, 1999 your legal or beneficial
ownership of Shares ceases to constitute at least 5% of the Shares then
outstanding, then all the Specified Directors (if any) shall immediately resign
from the Board or withdraw as candidates for election to the Board, as
appropriate.
Without prejudice to the rights and remedies otherwise
available to us, we shall be entitled to equitable relief by way of injunction
if you or any of your Representatives breach
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April 30, 1998
Page -5-
or threaten to breach any of the provisions of this letter agreement. Each of
you also hereby irrevocably and unconditionally consent to submit to the
exclusive jurisdiction of the courts of the State of California and of the
United States of America located in the City of San Francisco for any actions,
suits or proceedings arising out of or relating to this agreement and the
transactions contemplated hereby, and further agrees that service of any
process, summons, notice or document by U.S. registered mail to your address set
forth above shall be effective service of process for any action, suit or
proceeding brought against you in any such court. Each of you hereby irrevocably
and unconditionally waive any objection to the laying of venue of any action,
suit or proceeding arising out of this agreement or the transactions
contemplated hereby, in the courts of the State of California or the United
States of America located in the City of San Francisco, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.
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April 30, 1998
Page -6-
This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of California. Please confirm your
agreement with the foregoing by signing and returning to the undersigned the
duplicate copy of this letter enclosed herewith.
PLM INTERNATIONAL, INC.
/s/ Robert N. Tidball
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By Robert N. Tidball
Chairman of the Board
Accepted and Agreed
as of the date
first written above:
/s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Accepted and Agreed
as of the date
first written above:
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C., its
General Partner
By: /s/ Warren G. Lichtenstein
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Warren G. Lichtenstein
Managing Member
