SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant: [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
........................................................................
PLM International, Inc.
(Name of Registrant as Specified in its Charter)
........................................................................
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 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 the 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:
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[graphic -- PLM International, Inc. logo]
PLM International, Inc.
One Market, Steuart Street Tower, Suite 800
San Francisco, CA 94105-1301
(415) 974-1399
(800) 227-0830
(415) 882-0860 FAX
April 29, 1999
Dear Stockholder:
This letter is intended to update certain information contained in PLM
International, Inc.'s (the Company) proxy statement dated April 15, 1999, which
you should have received in the mail. You are not required to act on any of the
supplemental information described herein, and it is being provided to you for
information purposes only.
As set forth in the proxy statement, the Board of Directors of the
Company approved the Directors' 1995 Nonqualified Stock Option Plan (the 1995
Plan) on January 25, 1995 (see page 6 of the proxy statement) and the 1998
Management Stock Compensation Plan (the 1998 Plan and, together with the 1995
Plan, the Plans) on May 12, 1998 (see page 10 of the proxy statement). The
Company has recently amended the Plans in order to comply with certain
requirements of the American Stock Exchange (AMEX) so that the Company can list
on the AMEX those shares of common stock of the Company that would be issued to
directors and employees through stock grants or upon the exercise of options
granted under the Plans.
Specifically, the 1998 Plan has been amended to reduce the total number
of shares of common stock that may be issued pursuant to grants of stock or
options that are awarded under the 1998 Plan from 800,000 to 700,000. This
amendment does not affect the options granted to date under the 1998 Plan.
Additionally, both Plans, and the option agreements with directors and employees
entered into upon the grant of options under those Plans, have been amended to
provide a mechanism to limit the total amount of shares that may be purchased
under the Plans in any one calendar year to no more than 5% of the Company's
outstanding shares. The amended Plans and option agreements now provide that in
the event any option holder seeks to exercise options during a calendar year in
which options granted under the Plans covering 5% or more of the Company's
outstanding shares had already been exercised, then the option holder would sell
the options to the Company at a price equal to the excess of the current market
price of shares over the exercise price of the options.
THE CHANGES TO THE PLANS AS DESCRIBED ABOVE DO NOT REQUIRE YOU TO TAKE
ANY ACTION AND THIS INFORMATION HAS BEEN PROVIDED IN ORDER TO UPDATE THE
INFORMATION CONTAINED IN THE PROXY STATEMENT. A stockholder submitting a proxy
may revoke it at any time before it is voted at the annual meeting of
stockholders to be held at 1:00 p.m. on Thursday, May 27, 1999, by notifying the
secretary of the Company in writing of such revocation, by properly executing a
later-dated proxy, or by voting in person at the annual meeting.
Thank you for your continued support.
Very truly yours,
/s/ ROBERT N. TIDBALL
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ROBERT N. TIDBALL
President, Chief Executive Officer and
Chairman of the Board
