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: September 29, 2000
Date of Report: October 9, 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
Item 2. Acquisition or Disposition of Assets.
On September 29, 2000, the registrant completed the sale of its trailer leasing
operations, including the sale of all trailers owned and leased by registrant
and all agreements for the lease of trailers to customers, pursuant to the Asset
Purchase Agreement, dated as of May 24, 2000 and amended as of September 29,
2000, among registrant and three of its subsidiaries and Marubeni America
Corporation. The Asset Purchase Agreement (excluding the September 29, 2000
amendment) is attached as Annex A to the registrant's definitive proxy statement
filed with the Commission on July 27, 2000, which is incorporated by reference
herein. The September 29, 2000 amendment to the Asset Purchase Agreement is
attached as Exhibit 2.2 hereto. The consideration that registrant received
included $70 million in cash, subject to post-closing adjustments including for
certain tax and indemnification obligations pursuant to the Asset Purchase
Agreement. Additionally, Marubeni has assumed $48.6 million in debt and other
liabilities of registrant.
Item 5. Other Matters.
Effective upon the closing of the sale of the trailer leasing operations, Robert
N. Tidball stepped down as registrant's President and Chief Executive Officer,
but will continue as Non-Executive Chairman of the Board of Directors of the
registrant. The Board of Directors has selected Mr. Stephen M. Bess as the new
President and Chief Executive Officer and has also appointed him to the Board of
Directors.
On September 29, the Board of Directors adopted a plan of partial liquidation of
PLM International, Inc. and authorized a partial liquidating distribution of $5
per share to the registrant's shareholders, subject to the waiver by
registrant's lenders of certain loan covenants. The record date will be set and
the distribution will be made following the registrant's compliance with the
lenders' requirements and receipt of those waivers. It is anticipated that the
distribution will be made during October 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
Pro forma financial information required by Article 11 of Regulation S-X is set
forth in the registrant's definitive proxy statement filed with the Commission
on July 27, 2000, which is incorporated by reference herein.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated as of May 24, 2000 among registrant,
PLM Transportation Equipment Corporation, PLM Rental, Inc., TEC
AcquiSub, Inc. and Marubeni America Corporation (incorporated by
reference to Annex A to the registrant's definitive proxy statement
filed with the Commission on July 27, 2000).
2.2 Amendment to Asset Purchase Agreement, dated as of September 29, 2000,
among registrant, PLM Transportation Equipment Corporation, PLM Rental,
Inc., TEC AcquiSub, Inc. and Marubeni America Corporation.
99 Additional Exhibit - Registrant's Press Release, dated September 29,
2000, announcing completion of sale of assets, changes in officers and
directors, and partial liquidation, 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: October 9, 2000
By: /s/ Susan C. Santo
Susan C. Santo
Vice President, Secretary and
General Counsel
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.
AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT
BY AND AMONG
PLM INTERNATIONAL, INC.,
PLM RENTAL, INC. (D/B/A PLM TRAILER LEASING),
PLM TRANSPORTATION EQUIPMENT CORPORATION,
TEC ACQUISUB, INC.
AND
MARUBENI AMERICA CORPORATION
This Amendment No. 1 to Asset Purchase Agreement dated September 29,
2000 (the "Amendment"), is entered into by and among PLM International, Inc.,
PLM Rental, Inc. (d/b/a PLM Trailer Leasing), PLM Transportation Equipment
Corporation, TEC AcquiSub, Inc. and Marubeni America Corporation. Capitalized
terms used herein without definition shall have the same meanings herein as
given to them in the Original Agreement (as defined below).
RECITALS
A. Sellers and Buyer entered into that Asset Purchase Agreement dated
as of May 24, 2000 (the "Original Agreement"), pursuant to which Sellers have
agreed to sell, and Buyer has agreed to buy, certain trailer leasing assets and
operations.
B. Sellers and Buyer desire to amend the Original Agreement upon the
terms and conditions as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and
intending to be legally bound, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO AGREEMENT.
1.1 REFERENCES TO AGREEMENT. All references to the
"Agreement" in the Original Agreement and in this Amendment shall refer to the
Original Agreement, as amended by this Amendment.
1.2 CLOSING DATE. The definition of "Closing Date" set
forth in Section 1.1 of the Agreement is deleted in its entirety and is replaced
with the following:
"CLOSING DATE" means 11:59 p.m. of the date on which the Closing
occurs, and in the event the Closing Date is September 29, 2000, the Closing
shall be effective as of 11:59 p.m. on September 30, 2000.
1.3 ESTIMATED PURCHASE PRICE. The definition of "Estimated
Purchase Price" set forth in Section 1.1 of the Agreement is amended by adding
the words ", but minus the Upfront Fees Contribution" after the words "plus the
Premium".
1.4 UPFRONT FEES CONTRIBUTION. The following definition is
added to Section 1.1 of the Agreement:
"UPFRONT FEES CONTRIBUTION" is the amount identified in the defined
term "Upfront Fees Contribution" set forth in Schedule 1.
1.5 ALLOCATION OF PURCHASE PRICE. The following sentence
shall be added at the end of Section 2.2(d) of the Agreement: "Once the Purchase
Price is finally determined in accordance with Section 1.5(c) of the Agreement,
the parties shall promptly allocate the Purchase Price among the Acquired Assets
and the Assumed Liabilities."
1.6 EXPENSES. Section 11.4 of the Agreement is deleted in
its entirety and is replaced with the following:
11.4 Expenses.
(a) The Sellers agree to pay the Upfront Fees
Contribution as defined in Schedule 1, such amount to be
effectuated by a reduction in the Purchase Price, as set forth
in Schedule 1.
(b) To the extent that Fortis Bank (Nederland) N.V.,
successor in interest to Mees Pierson N.V., as lender in the
Mees Pierson Facility, identifies legal fees and expenses
payable under the Assignment, Assumption, Amendment and
Restatement of Facility Agreement with respect to the
preparation, negotiation, execution and perfection of such
agreement as of the Closing Date, then such fees and expenses
shall be shared on the one hand two-thirds by Buyer and on the
other hand one-third by Sellers. Other than to the extent of
the legal fees and expenses as of the Closing Date
specifically referred to and dealt with in the prior sentence,
Buyer shall pay all of the fees and expenses incurred in
obtaining, directly or indirectly, an increase in the Mees
Pierson Facility of $5,000,000. To the extent there are fees
and expenses relating to the retitling of any trailers in the
Mees Pierson facility (including all of the fees and expenses
of Maine counsel) arising out of the consummation of the
Agreement, all of such fees and expenses shall be paid by
Buyer.
(c) Subject to Sections 11.4(a) and 11.4(b) above,
whether or not the transactions contemplated by this Agreement
shall be consummated, each Seller agrees that all other fees
and expenses incurred by it in connection with this Agreement
and any and all documentation related thereto shall be borne
by Sellers, and Buyer agrees that all fees and expenses
incurred by it in connection with this Agreement and any and
all documentation related thereto shall be borne by Buyer
including, without limitation, all fees of counsel and
accountants in connection therewith.
1.7 SCHEDULE 1.
1.7.1 The first sentence of the first paragraph of
Schedule 1 to the Agreement is deleted in its entirety and is replaced with the
following: "The Purchase Price is calculated by subtracting the estimated
Schedule 1 Liabilities from the estimated Schedule 1 Assets and adding a
Premium, but subtracting the Upfront Fees Contribution."
1.7.2 The second paragraph of Schedule 1 to the
Agreement is deleted in its entirety and is replaced with the following:
The estimated Schedule 1 Liabilities and estimated
Schedule 1 Assets will be estimated, as of the Closing Date,
by Sellers using the methodology set forth herein, and,
notwithstanding Sellers' policies and past practices as to
prorations which may be to the contrary, in the event the
Closing Date occurs on a day which is other than the last day
of a month, the items of income and expense used in the
calculation of the estimated Schedule 1 Liabilities and
estimated Schedule 1 Assets shall be prorated to reflect, for
the month in which the Closing occurs, only that portion of
the amount related to the period of such month up to and
including the Closing Date. Not less than three business days
before the Closing, Sellers shall notify Buyer in writing of
the amount of the Estimated Purchase Price, and shall provide
the support for the estimated Schedule 1 Liabilities and
estimated Schedule 1 Assets. As an example of how the
methodologies set forth in this Schedule 1 will be applied by
Sellers, Sellers have attached an example financial statement
of Schedule 1 Assets and Schedule 1 Liabilities as of April
30, 2000.
1.7.3 UPFRONT FEES CONTRIBUTION. A new third paragraph
to page one of Schedule 1 is added as follows:
"UPFRONT FEES CONTRIBUTION" shall mean the sum of: (a) Sellers'
$140,000 contribution to the Buyer's cost of the letter of credit required by
U.S. Bancorp, and (b):
Associates: $0
SafeCo: $29,125.62
Wells Fargo: $1,000
Fleet: $2,500
U.S. Bancorp: $46,671.48
HSR Fees: $22,500
1.7.4 PREPAIDS. The description of the methodology
under the category "Prepaids" shall be revised by adding a new sentence to be
inserted prior to the last sentence, as follows:
"Additionally, PLM shall pay (i) all amounts payable as rent
under the Facility Leases which are being assigned or sublet
to Buyer to cover the period of October 1, 2000 through
October 31, 2000, and (ii) amounts to the state of California
relating to the registration of trailers in California for the
period starting October 1, 2000; and notwithstanding Sellers'
policies and past practices as to including the amounts
referred to in (i) and (ii) on the consolidated books and
records of Sellers (which policies and past practices may be
to the contrary), all such amounts shall be included as a
component of the amounts designated as "Prepaids"."
1.8 LEASED FACILITIES AND SUBLEASED FACILITIES.
Notwithstanding anything in the Agreement to the contrary:
1.8.1 the Acquired Assets and Assumed Liabilities
shall not include any rights or obligations relating to Sellers' former Leased
Facilities located at 6000 N.W. 72nd Avenue, Miami, FL 33166, or 1700 Aurora
Avenue, San Leandro, CA 94577, and Buyer shall not be required to deliver at the
Closing an Assignment and Assumption of Facility Leases for either of such
sites;
1.8.2 the Acquired Assets and Assumed Liabilities
shall, however, include those rights and obligations that are referred to in
Exhibit B-1 to the Closing List against the description of the premises located
at 411 High Street, Oakland, California (the "Oakland Facility"), and 7500 N.W.
82nd Place, Miami, Florida 33166 (the "New Miami Facility"), and, at the
Closing, Buyer shall be required to deliver an Assignment and Assumption of such
rights and obligations for both the Oakland Facility and the New Miami Facility;
1.8.3 at Closing, the Buyer shall agree to sublease
from Sellers, and the Sellers shall agree to sublease to Buyer, the Leased
Facility located at the Los Angeles site located at 13787 Santa Ana, Fontana, CA
92337, on the terms and conditions set forth in the form of Sublease attached
hereto as Exhibit A and each of the parties shall be required to deliver at
Closing a duly executed counterpart of said Sublease.
All references in the Agreement to the Leased Facilities shall include the
Oakland Facility and the New Miami Facility to the extent not inconsistent with
the provisions hereof.
1.9 INFORMATION SYSTEMS CONTRACTS. Notwithstanding anything
in the Agreement to the contrary, the Information Systems Contracts shall not
constitute Acquired Assets or Assumed Liabilities, and Sections 1.2(h), 1.3(g),
1.4(b)(xiv), 1.4(c)(xi) of the Agreement are hereby deleted in their entirety.
1.9 SCHEDULE 1. The Estimated Purchase Price as calculated
by Sellers and delivered to Buyer pursuant to Schedule 1 to the Agreement is
attached hereto as Exhibit B.
SECTION 2. LIMITATIONS ON AMENDMENTS.
The amendments set forth in Section 1 above are effective for
the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to be a consent to any amendment, waiver or modification of
any other term or condition of the Agreement.
SECTION 3. COUNTERPARTS. This Amendment may be signed in any number of
counterparts, and by different parties hereto in separate counterparts, with the
same effect as if the signatures to each such counterpart were upon a single
instrument. All counterparts shall be deemed an original of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
MARUBENI AMERICA CORPORATION
By /s/Toru Nishimi
Name: Toru Nishimi
Title: Senior Vice President
PLM INTERNATIONAL, INC.
By /s/Susan Santo
Name: Susan Santo
Title: Vice President
PLM RENTAL, INC.
d/b/a PLM TRAILER LEASING
By /s/Susan Santo
Name: Susan Santo
Title: Vice President
TEC ACQUISUB, INC.
By /s/Susan Santo
Name: Susan Santo
Title: Vice President
PLM TRANSPORTATION EQUIPMENT CORPORATION
By s/s Susan Santo
Name: Susan Santo
Title: Vice President
<PAGE>
EXHIBIT A
FORM OF SUBLEASE
SUBLEASE
1. Parties
This Sublease is entered into by and between PLM RENTAL, INC., a
Delaware corporation doing business as PLM Trailer Leasing ("Sublessor"), and
MAC TRAILER LEASING, LLC, a Delaware limited liability company ("Sublessee"), as
a Sublease under that certain Commercial Lease Agreement, dated April 27, 1998,
between Slater Investments, L.P. (successor in interest to Mark J. Guho), as
lessor, and Sublessor, as lessee (the "Master Lease"), a copy of which Master
Lease is attached hereto as Exhibit A.
2. Provisions Constituting Sublease
(a) This Sublease is subject to all of the terms and conditions of the
Master Lease and, except as otherwise provided herein, Sublessee shall assume
and perform the obligations of Sublessor as lessee under the Master Lease.
(b) All of the terms and conditions contained the Master Lease are
incorporated herein as terms and conditions of this Sublease (with each
reference therein to the lessor and the lessee thereunder to be deemed to refer
to Sublessor and Sublessee, respectively). Notwithstanding the foregoing, any
provisions of the Master Lease which are inconsistent with any provisions hereof
are not incorporated herein.
(c) Without limiting any provision of the Master Lease, throughout the
term of this Sublease, Sublessee shall maintain the insurance described on
Exhibit B attached hereto.
3. Premises
Sublessor leases to Sublessee and Sublessee hires from Sublessor the
entire premises (as defined in the Master Lease).
4. Term
The term of this Sublease shall be for a period of six (6) months,
commencing on _____________, 2000, and ending on ___________ , 2001.
Sublessor shall maintain the Master Lease in full force and effect
during the term of this Sublease.
5. Assignment of Master Lease
Sublessee shall have the option to acquire, subject to the consent of
the lessor under the Master Lease, all of Sublessor's right, title and interest
in and to the Master Lease, which option may be exercised by written notice to
Sublessor not later than ninety (90) days before the expiration of this
Sublease. Within fifteen (15) days after such notice, Sublessor shall transfer
and assign to Sublessee all of Sublessor's right, title and interest in and to
the Master Lease.
6. Notices
All notices or demands of any kind required or desired to be given by
Sublessor to Sublessee hereunder shall be in writing and shall be deemed
delivered forty-eight (48) hours after depositing the notice or demand in the
United States mail, certified or registered, postage prepaid, addressed to such
party at the address set forth after its signature at the end of this Sublease.
All rent and other payments due under this Sublease or the Master Lease shall be
made by Sublessee to Sublessor at such address.
Dated:____________________________, 2000.
SUBLESSOR: PLM RENTAL, INC.,
a Delaware corporation doing business as
PLM Trailer Leasing
By:______________________________________
Name:____________________________________
Its:_____________________________________
ADDRESS:
SUBLESSEE: MAC TRAILER LEASING, LLC,
a Delaware limited liability company
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
ADDRESS:
<PAGE>
EXHIBIT B
ESTIMATED PURCHASE PRICE
SCHEDULE 1
PLM TRAILER LEASING
ASSETS AND LIABILITIES FORECASTED AS OF SEPTEMBER 30, 2000
(IN 000'S)
ASSETS
Accounts Receivable $ 6,397,644.00
Accounts Receivable - Allowance $ (267,588.00)
---
Trailer Equipment - Cost $ 126,584,569.00
Trailer Equipment - Accumulated Depreciation $ (28,221,944.00)
Property, Plant and Equipment $ 208,360.00
Prepaids $ 270,607.00
Building Lease Deposits $ 87,356.00
Loan Fees - MeesPierson $ 145,048.00
-----------------
A. SCHEDULE 1 ASSETS: $ 105,204,052.00
LIABILITIES
TRAC Leases $ 33,276,401.00
MeesPierson Facility $ 14,511,000.00
Accounts Payable $ 744,480.00
Accrued Interest $ 27,103.00
Deposits $ 37,591.00
------------------
B. SCHEDULE 1 LIABILITIES $ 48,596,575.00
C. PREMIUM $ 13,587,270.00
D. UPFRONT FEE CONTRIBUTION $ (219,297.00)
Purchase Price = (A - B) + C - D $ 69,975,450.00
<PAGE>
Contact: Eileen Doyle
Vice President, Investor Relations
(415) 905-7467
PLM INTERNATIONAL COMPLETES SALE OF
PLM TRAILER LEASING OPERATIONS
FOR IMMEDIATE RELEASE
San Francisco, California, September 29, 2000 - San Francisco-based PLM
International, Inc. (AMEX: PLM) announced today that it has completed the sale
of its trailer leasing operations to Marubeni America Corporation for $70
million in cash, which is subject to certain post closing adjustments. The
Company utilized $5.9 million of these proceeds to retire its senior debt.
Additionally, Marubeni has assumed $48.6 million in debt and other liabilities
of the Company. The sale closed pursuant to the terms of an asset purchase
agreement dated as of May 24, 2000 and amended as of September 29, 2000, and
following shareholder approval of the proposed sale at a special shareholder
meeting held on August 25, 2000.
Effective immediately, Robert N. Tidball has stepped down as PLM International's
President and Chief Executive Officer, but will continue as Non-Executive
Chairman of the Board of Directors. The Board of Directors has selected Mr.
Stephen M. Bess as the new President and Chief Executive Officer and has also
appointed him to the Board of Directors. PLM International's former President
and Chief Executive Officer Robert N. Tidball said, "The positive performance of
our trailer leasing business and the successful sale of that unit represents the
accomplishment of one of our primary goals. The selection of Mr. Bess as my
successor is appropriate, since the Company's remaining business is the
management of investment programs, an operating segment which has been one of
Mr. Bess's primary responsibilities." In addition, the Board of Directors has
appointed Pamela Clark-Barquinero as Vice President of Human Resources for the
Company, to replace Robin L. Austin, who is retiring.
In connection with the sale of the trailer leasing operations, the Board of
Directors today adopted a plan of partial liquidation of the Company and
authorized a partial liquidating distribution of $5 per share to the Company's
shareholders, subject to the waiver by Company lenders of certain loan
covenants. The record date will be set and the distribution will be made
following the Company's compliance with the lenders' requirements and receipt of
those waivers. It is anticipated that the distribution will be made during
October 2000.
PLM International is a management company providing services to transportation,
industrial, and commercial companies. The Company also manages a diversified
portfolio of over $700 million (based on original equipment cost) of
transportation and related equipment for approximately 60,000 third-party
investors.
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