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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-T
TENDER OFFER STATEMENT
UNDER
SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PLM INTERNATIONAL, INC.
(Name Of Subject Company (Issuer))
MILPI ACQUISITION CORP.,
MILPI HOLDINGS, LLC,
AFG INVESTMENT TRUST A,
AFG INVESTMENT TRUST B,
AFG INVESTMENT TRUST C,
AFG INVESTMENT TRUST D,
AFG ASIT CORPORATION,
EQUIS II CORPORATION, AND
SEMELE GROUP, INC.
(Names Of Filing Persons (Offerors))
COMMON STOCK, $.01 PAR VALUE
(Title Of Class Of Securities)
69341L205
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES A. COYNE
MILPI ACQUISITION CORP.
200 NYALA FARMS
WESTPORT, CT 06880
PHONE: (203) 341-0515/FAX: (203) 341-9988
(Name, Address And Telephone Number Of Person Authorized
To Receive Notices And Communications On Behalf Of Filing Persons)
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COPY TO:
RICHARD F. LANGAN, JR., ESQ.
NIXON PEABODY LLP
437 MADISON AVENUE
NEW YORK, NY 10022
PHONE: (212) 940-3000/FAX: (212) 940-3111
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$27,851,305 $5,570.26
</TABLE>
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated as $3.46, the per share tender offer price of the Company Common
Stock times 8,049,510, the number of outstanding shares of Company Common
Stock as of December 28, 2000 on a fully diluted basis which includes
495,000 shares of Company Common Stock issuable upon the exercise of
options.
** Calculated as 1/50 of 1% of the transaction value.
/ / Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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<S> <C>
Amount Previously Paid: None Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
</TABLE>
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
MILPI Acquisition Corp., a Delaware Corporation (the "Purchaser") and MILPI
Holdings, LLC, AFG Investment Trust A, AFG Investment Trust B, AFG Investment
Trust C, AFG Investment Trust D, AFG ASIT Corporation, Equis II Corporation, and
Semele Group, Inc. (collectively, the "Offerors"). This Schedule TO relates to
the offer by the Purchaser to purchase any and all outstanding shares of Common
Stock, par value $.01 (the "Company Common Stock"), of PLM International, Inc.,
a Delaware corporation (the "Company"), at a purchase price of $3.46 per share,
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated December 29, 2000 (the "Offer to Purchase"), and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements
thereto, collectively constitute the Offer). The information set forth in the
Offer to Purchase and the related Letter of Transmittal is incorporated herein
by reference with respect to Items 1 through 9 and 11 of this Schedule TO. The
Agreement and Plan of Merger, dated as of December 22, 2000, between Purchaser
and the Company, a copy of which is attached as Exhibit (d)(1) hereto is
incorporated herein by reference with respect to Items 5 and 11 of this Schedule
TO.
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 12. EXHIBITS.
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<S> <C>
(a)(1) Offer to Purchase, dated December 29, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary advertisement as published in The New York Times on
December 29, 2000
(a)(8) Press release issued by the Purchaser on December 22, 2000
(1).
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of December 22, 2000,
between the Purchaser and the Company (2).
(d)(2) Amended and Restated Voting and Tender Agreement, dated as
of December 22, 2000, among certain stockholders of the
Company and the Purchaser (3).
(d)(3) Confidentiality Agreement dated November 23, 1999 between
the Company and Parent.
(d)(4) Escrow Agreement dated as of December 22, 2000 among the
Purchaser, the Company and Bank of San Francisco, as Escrow
Agent (4).
(g) None.
(h) None.
</TABLE>
2
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 29, 2000
<TABLE>
<S> <C> <C>
MILPI ACQUISITION CORP.
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Vice President and Secretary
MILPI HOLDINGS, LLC
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Member
AFG INVESTMENT TRUST A,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Senior Vice President
AFG INVESTMENT TRUST B,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Senior Vice President
AFG INVESTMENT TRUST C,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Senior Vice President
</TABLE>
3
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<TABLE>
<S> <C> <C>
AFG INVESTMENT TRUST D,
By: AFG ASIT Corporation, as Managing Trustee
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Senior Vice President
AFG ASIT CORPORATION
By: /s/ JAMES A. COYNE
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Name: James A. Coyne
Title: Senior Vice President
EQUIS II CORPORATION
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: Senior Vice President
SEMELE GROUP, INC.
By: /s/ JAMES A. COYNE
-----------------------------------------
Name: James A. Coyne
Title: President and Chief Operating
Officer
</TABLE>
4
<PAGE>
EXHIBIT INDEX
EXHIBIT NO.
<TABLE>
<S> <C>
(a)(1) Offer to Purchase, dated December 29, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary advertisement as published in The New York Times on
December 29, 2000.
(a)(8) Press release issued by the Purchaser on December 22, 2000
(1).
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of December 22, 2000,
between the Purchaser and the Company (2).
(d)(2) Amended and Restated Voting and Tender Agreement, dated as
of December 22, 2000, among certain stockholders of the
Company and the Purchaser (3).
(d)(3) Confidentiality Agreement dated November 23, 1999 between
the Company and Purchaser.
(d)(4) Escrow Agreement dated as of December 22, 2000 among the
Purchaser, the Company and Bank of San Francisco, as Escrow
Agent. (4)
(g) None.
(h) None.
</TABLE>
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(l) Incorporated by reference to the Purchaser's Schedule TO-C, filed
December 22, 2000.
(2) Incorporated by reference to Exhibit 2.1 to the Purchaser's Current Report
on Form 8-K dated December 28, 2000 (Commission File No. 1-10333).
(3) Incorporated by reference to Exhibit 4.1 to the Purchaser's Current Report
on Form 8-K dated December 28, 2000 (Commission File No. 1-10333).
(4) Incorporated by reference to Exhibit 99.1 to the Purchaser's Current Report
on Form 8-K dated December 28, 2000 (Commission File No. 1-10333).
5
