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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: December 22, 2000
Date of Report: December 28, 2000
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 Matters.
MERGER AGREEMENT
On December 22, 2000, PLM International, Inc. (the "Company"), and
MILPI Acquisition Corp., a Delaware corporation (the "Purchaser")
entered into an Agreement and Plan of Merger (the "Merger Agreement").
The Merger Agreement provides, among other things, for the commencement of
a cash tender offer (the "Offer") to acquire all outstanding shares of the
Company's common stock, par value $.01 per share (the "Shares"), for $3.46
per share in cash (the "Per Share Amount") by Purchaser and further
provides that, as promptly as practicable after the satisfaction or, if
permissible, waiver of the conditions set forth in the Merger Agreement,
and in accordance with the relevant provisions of the General Corporation
Law of the State of Delaware (the "DGCL"), Purchaser will be merged with and
into the Company (the "Merger"), with the Company continuing as the
surviving corporation under the laws of the State of Delaware. At the
effective time of the Merger, all Shares not tendered in the Offer (other
than Shares held in the treasury of the Company and shares held by
stockholders, if any, who have properly exercised appraisal rights for such
Shares) will be converted into the right to receive the Per Share Amount
(subject to applicable withholding taxes), without interest.
The foregoing discussion of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement filed with this Current Report on
Form 8-K as Exhibit 2.1 and incorporated herein by reference.
VOTING AND TENDER AGREEMENT
Purchaser has entered into an Amended and Restated Voting and Tender
Agreement, dated as of December 22, 2000 (the "Voting Agreement")
with the Company and certain stockholders of the Company, namely Steel
Partners II, L.P., Steel Partners, L.L.C., Warren G. Lichtenstein,
Robert Tidball, and Doug Goodrich (collectively, the "Certain
Stockholders"), pursuant to which, among other things, the Certain
Stockholders have agreed to (a) vote such Shares in favor of the Merger; (b)
vote against (i) any proposal made in opposition to the Offer or the Merger,
and (ii) any merger, reorganization, consolidations, shares exchange,
business combination, sale of assets or similar transaction with the
Company and any party other than Purchaser, and (iii) any other action the
consummation of which would reasonably be expected to prevent or delay the
consummation of the Offer or the Merger; (c) tender their Shares
after commencement of the Offer (which Shares currently represent in the
aggregate approximately 23.78% of the outstanding Shares, based on
7,554,510 shares of Common Stock outstanding on December 28, 2000) and
(d) grant Purchaser an irrevocable option to purchase such Shares.
The foregoing discussion of the Voting Agreement is qualified in its
entirety by reference to the Voting Agreement filed with this Current Report on
Form 8-K as Exhibit 10.1 and incorporated herein by reference.
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ESCROW AGREEMENT
On December 22, 2000 the Purchaser and the Company entered into an
Escrow Agreement with Bank of San Francisco (the "Escrow Agent"), for
Bank of San Francisco to act as the escrow agent in connection with the
Merger Agreement and Offer. Pursuant to the Merger Agreement, the
Purchaser has delivered to the Escrow Agent cash in the amount of
$1,200,000 and the Company has delivered cash in the amount of $1,700,000 to
be held and disbursed pursuant to the terms of the Escrow Agreement. The
Escrow Agent may release the Purchaser's escrow funds to the Company if the
Company becomes entitled to liquidated damages pursuant to the Merger
Agreement in the amount of $1,000,000 plus reasonable costs and expenses
incurred to enforce the Escrow Agreement up to a maximum of $200,000 (and
the Purchaser does not dispute that Company is entitled to such damages).
The Escrow Agent may release the Company's escrow funds to the Purchaser if
the Purchaser becomes entitled to termination fees and expenses pursuant to
the Merger Agreement in the amount of $1,500,000 plus reasonable costs
and expenses incurred to enforce the Escrow Agreement up to a maximum of
$200,000 (and the Company does not dispute that the Purchaser is so
entitled).
The foregoing discussion of the Escrow Agreement is qualified in its
entirety by reference to the Escrow Agreement filed with this Current Report on
Form 8-K as Exhibit 10.2 and incorporated herein by reference.
RELATED FILINGS
On December 22, 2000, the Company issued a press release stating that it
had entered into the Merger Agreement pursuant to which Purchaser will initiate
a tender offer for all the outstanding Shares for a cash price of $3.46 per
share.
The foregoing discussion of the Press Release is qualified in its
entirety by reference to the Press Release filed with this Current Report on
Form 8-K as Exhibit 99.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) The following documents are furnished as Exhibits to this Current
Report on Form 8-K pursuant to Item 601 of Regulation S-K:
2.1 Agreement and Plan of Merger, dated as of December 22, 2000,
among Purchaser and the Company.
10.1 Amended and Restated Voting and Tender Agreement, dated as
of December 22, 2000, among the Company, certain stockholders
of the Company who are parties thereto and Purchaser.
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10.2 Escrow Agreement, dated as of December 22, 2000, among the
Company, the Purchaser and Bank of San Francisco.
99.1 The Company's Press Release, dated December 22, 2000, as
described above.
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 28, 2000
By: /s/ Susan C. Santo
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Susan C. Santo
Vice President, Secretary and
General Counsel
