SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 7)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 & WOLOSKY 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)
December 22, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 16 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).
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CUSIP No. 69341L106 13D Page 2 of 16 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 OF 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
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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)
18.0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 69341L106 13D Page 3 of 16 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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*
OO
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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 OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,357,300**
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,357,300**
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,357,300**
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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)
18.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
** Includes 20,000 shares of Common Stock issuable upon exercise of options.
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CUSIP No. 69341L106 13D Page 4 of 16 Pages
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The following constitutes Amendment No. 7 ("Amendment No. 7") to the
Schedule 13D filed by the undersigned. This Amendment No. 7 amends the Schedule
13D as specifically set forth.
Item 4 is amended to add the following paragraphs:
Effective as of December 22, 2000, the Reporting Persons
entered into an Amended and Restated Voting and Tender Agreement with the
Issuer, MILPI Acquisition Corp., a Delaware corporation (the "Buyer") and other
shareholders of the Issuer (the "Voting and Tender Agreement"), which is
attached hereto as Exhibit A. Concurrently with the execution of the Voting and
Tender Agreement, the Buyer and the Issuer entered into a certain Agreement and
Plan of Merger (the "Merger Agreement") pursuant to which the Buyer commenced a
cash tender offer to purchase Shares of the Issuer's Common Stock (the "Offer"),
which is to be followed by the merger of the Buyer with and into the Issuer on
the terms and conditions set forth in the Merger Agreement (the "Merger").
The Voting and Tender Agreement provides, among other things,
that, at any meeting of the Issuer's shareholders or in connection with any
written consent of the Issuer's shareholders, the Reporting Persons will vote
all their Shares (or, if applicable and requested by the Buyer, grant proxies
with respect to the Shares), (a) in favor of the adoption and approval of the
Merger Agreement and the transactions contemplated thereby, and (b) against (i)
any proposal made in opposition to or in competition with the Offer, the Merger
or the transactions contemplated by the Merger Agreement, (ii) any merger,
reorganization, consolidation, share exchange, business combination, sale of
assets or similar transaction with or involving the Issuer and any party other
than the Buyer, and (iii) any other action the consummation of which would
reasonably be expected to prevent or delay the consummation of the Offer, the
Merger or the transactions contemplated by the Merger Agreement.
The Reporting Persons have agreed with the Buyer to tender (or
cause to be tendered) all their Shares to the Buyer at a price of $3.46 per
Share (the "Offer Price"). The Reporting Persons have also agreed to grant to
the Buyer an irrevocable option (the "Option") to purchase the Shares not
validly tendered pursuant to the Offer, and the Shares validly tendered but
withdrawn pursuant to the Offer, at a price in cash per Share equal to the Offer
Price or any higher price paid by the Buyer for any
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CUSIP No. 69341L106 13D Page 5 of 16 Pages
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Share of Issuer Common Stock pursuant to the Offer or Merger (but excluding any
price paid to any shareholder who exercises dissenter's, appraisal or similar
rights in connection with the Merger. The terms of exercise of the Option are
more specifically set forth in the Voting and Tender Agreement and are
incorporated herein by reference.
Pursuant to the Merger Agreement, prior to the effective date
of the Merger, Mr. Lichtenstein's 20,000 options are exercisable under certain
conditions, as set forth in the Merger Agreement, and upon exercise Mr.
Lichtenstein shall receive an amount equal to the excess of the Offer Price over
the exercise price of such options.
Item 5(a) is amended to read as follows:
(a) The aggregate percentage of Shares of Common Stock
reported owned by each person named herein is based upon 7,448,510 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000.
As of the close of business on December 22, 2000, Steel
Partners II beneficially owns 1,337,300 Shares of Common Stock, constituting
approximately 18.0% of the Shares outstanding. Mr. Lichtenstein beneficially
owns 1,357,300 Shares of Common Stock, including 20,000 Shares of Common Stock
issuable upon exercise of options, representing approximately 18.2% 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 the Shares beneficially owned by Steel Partners II were
acquired in open-market transactions.
Item 6 is amended to add the following paragraph:
On December 22, 2000, the Reporting Persons entered into the
Voting and Tender Agreement, a copy of which is attached hereto as Exhibit A.
See Item 4 for a brief description of the Voting and Tender Agreement.
Item 7. Material to be Filed as Exhibits.
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(A) Amended and Restated Voting and Tender Agreement dated
December 22, 2000 by and among Warren G. Lichtenstein, Steel
Partners II, L.P., PLM International, Inc., MILPI Acquisition
Corp. and the other parties thereto.
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CUSIP No. 69341L106 13D Page 6 of 16 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: December 22, 2000 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
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WARREN G. LICHTENSTEIN
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CUSIP No. 69341L106 13D Page 7 of 16 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
Amended and Restated Voting and Tender Agreement 8 to 16
dated December 22, 2000 by and among Warren G.
Lichtenstein, Steel Partners II, L.P., PLM
International, Inc., MILPI Acquisition Corp. and
the other parties thereto.
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CUSIP No. 69341L106 13D Page 8 of 16 Pages
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AMENDED AND RESTATED VOTING AND TENDER AGREEMENT
This VOTING AND TENDER AGREEMENT (this "Agreement"), dated as of
December 22, 2000, by and between MILPI ACQUISITION CORP., a Delaware
corporation ("Buyer"), PLM INTERNATIONAL, INC., a Delaware corporation
("Company"), and the other parties who have signed this Agreement (each, a
"Stockholder" and, collectively, the "Stockholders") amends and restates the
Voting and Tender Agreement dated as of December 22, 2000 by and between Buyer,
Company and Stockholders.
WHEREAS, each Stockholder is the beneficial owner of the number of
shares of common stock of Company, par value $.01 per share, set forth on the
signature page to this Agreement (such shares, together with any other shares of
capital stock of Company acquired by such Stockholder after the date hereof
(including through the exercise of stock options, warrants or similar rights or
the conversion or exchange of securities) being collectively referred to herein
as the "Shares" of such Stockholder);
WHEREAS, the respective Boards of Directors of Buyer and Company
have approved the execution of an Agreement and Plan of Merger, dated as of the
date hereof (as the same may be amended, supplemented or otherwise modified in
accordance with its terms, the "Merger Agreement"), pursuant to which Buyer has,
among other things, agreed to commence a cash tender offer to purchase shares of
Company Common Stock as described in the Merger Agreement, which is to be
followed by the merger of Buyer with and into Company on the terms and
conditions set forth in the Merger Agreement;
WHEREAS, concurrently with the execution and delivery of this
Agreement, Buyer and Company have entered into the Merger Agreement, setting
forth certain representations, warranties, covenants and agreements of the
parties thereto in connection with the Offer and the Merger; and
WHEREAS, as an inducement and an essential condition to Buyer
entering into the Merger Agreement, Company and each Stockholder have agreed to
enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements contained herein and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Voting Agreement. Each Stockholder, severally and not jointly,
covenants and agrees with Buyer that, at any meeting of Company's stockholders,
however called, and any postponement or adjournment thereof, or in connection
with any written consent of Company's stockholders (collectively, the "Company
Stockholders Meeting"), such Stockholder shall vote all Shares of such
Stockholder (or, if applicable and requested by Buyer, grant proxies with
respect to such Shares), and shall cause each Affiliate of such Stockholder to
vote all of such Affiliate's Shares (or, if applicable and requested by Buyer,
grant proxies with respect to such Shares), (a) in favor of the adoption and
approval of the Merger Agreement and the transactions contemplated thereby
(including the Merger), and (b) against (i) any proposal made in opposition to
or in competition with the Offer, the Merger or the transactions contemplated by
the Merger Agreement, (ii) any merger, reorganization, consolidation, share
exchange, business
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CUSIP No. 69341L106 13D Page 9 of 16 Pages
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combination, sale of assets or similar transaction with or involving Company and
any party other than Buyer, and (iii) any other action the consummation of which
would reasonably be expected to prevent or delay the consummation of the Offer,
the Merger or the transactions contemplated by the Merger Agreement.
2. Tender of Shares.
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(a) Tender of Shares. Each Stockholder covenants and agrees with
Buyer that it shall tender (or cause to be tendered), and shall cause each
Affiliate of such Stockholder to tender (or cause to be tendered), pursuant to
and in accordance with the terms of the Offer, all of its Shares to Buyer at the
Offer Price. Subject to applicable Law and SEC regulations, each Stockholder
covenants and agrees that it shall not, and shall cause each of its Affiliates
not to, withdraw any Shares tendered by it pursuant to the Offer.
(b) Grant of Option. Each Stockholder hereby grants (and shall use
its best efforts to cause each of its Affiliates to grant) to Buyer an
irrevocable option (the "Option") to purchase its Shares not validly tendered
pursuant to the Offer, and its Shares validly tendered but withdrawn pursuant to
the Offer, at a price in cash per Share (the "Option Price") equal to the Offer
Price or any higher price paid by Buyer for any share of Company Common Stock
pursuant to the Offer or the Merger (but excluding any price paid to any
shareholder who exercises dissenter's, appraisal or similar rights in connection
with the Merger).
(c) Exercise of Option. The Option shall (i) become exercisable, in
whole but not in part, for all Shares (less any Shares that Buyer has accepted
for payment or paid for pursuant to the Offer) immediately after the Offer
Conditions Satisfaction Date; if, but only if, Buyer has accepted for payment
all shares of Company Common Stock tendered and not withdrawn by the Offer
Conditions Satisfaction Date, and (ii) shall remain exercisable for a period of
30 days after the first such date on which the Option becomes exercisable. If
the Option does not become exercisable due to (x) the withdrawal of the Offer
prior to the Offer Conditions Satisfaction Date, or (y) the failure of Buyer to
accept for payment all shares of Company Common Stock tendered and not withdrawn
by such date, the Option shall be deemed to have expired. In the event Buyer
wishes to exercise the Option, Buyer shall, prior to the expiration of the
Option, send a written notice to each Stockholder identifying the time and place
for the closing of such purchase at least three Business Days prior to such
closing, which notice may be given prior to the Option becoming exercisable, and
which notice shall be considered irrevocable.
3. Restrictions on Transfer. Each Stockholder covenants and agrees with
Buyer that, until after the Effective Time, such Stockholder shall not, and
shall cause each Affiliate of such Stockholder not to, directly or indirectly
(other than pursuant to this Agreement), (a) give, offer, sell, transfer,
assign, pledge, encumber or otherwise dispose of the record or beneficial
ownership (any such act, a "Transfer") of, or enter into any contract, option,
commitment or other arrangement (including any profit sharing arrangement) or
understanding for the Transfer of, or consent to any Transfer of, any or all of
such Stockholder's (or Stockholder's Affiliate's) Shares, or any interest
therein, or (b) grant any proxies or enter into any voting trust or other
agreement and arrangement with respect to the voting of any such Shares or
deposit any of such Shares into a voting trust. No Transfer of
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CUSIP No. 69341L106 13D Page 10 of 16 Pages
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any Shares in violation of this Section 3 shall be made or recorded on the books
of Company and any such Transfer shall be void and of no effect.
4. Cooperation. Each Stockholder covenants and agrees with Buyer
that it shall, and shall cause each of its Affiliates to, in connection with
carrying out its obligations under this Agreement, cooperate fully with Buyer in
connection with the Offer, the Merger and the transactions contemplated by the
Merger Agreement.
5. No Solicitation. Each Stockholder covenants and agrees with
Buyer that such Stockholder, in his or her capacity as a shareholder of Company
only, shall not, and shall cause each Affiliate (other than Company) of such
Stockholder not to, directly or indirectly, (a) solicit, initiate or encourage
the submission of any Acquisition Proposal, (b) engage in any discussions or
negotiations with any Person concerning any Acquisition Proposal, or (c)
disclose any nonpublic information relating to Company or any of its Affiliates
to any Person who, to the knowledge of such Stockholder or Affiliate of such
Stockholder, is considering making or has made an Acquisition Proposal. Each
Stockholder shall, and shall cause each Affiliate (other than Company) of such
Stockholder to, (w) notify Buyer and Company as promptly as practicable (but in
no event later than 24 hours) after receipt by such Person of any Acquisition
Proposal or any request for nonpublic information relating to Company or any of
its Affiliates by any Person who, to the knowledge of such Stockholder or
Affiliate of such Stockholder, is considering making or has made an Acquisition
Proposal, (x) provide such notice orally and in writing and identify the Person
making, and the terms and conditions of, any such Acquisition Proposal, (y) keep
Buyer and Company informed of the status and details of any such Acquisition
Proposal, and (z) cease immediately and cause to be terminated all activities,
discussions and negotiations, if any, with any Persons other than Buyer that are
currently being conducted or which have been conducted prior to the date hereof
with respect to any Acquisition Proposal.
6. Confidentiality. Each Stockholder recognizes that successful
consummation of the transactions contemplated by this Agreement (including the
Offer and the Merger) may be dependent upon confidentiality with respect to the
matters referred to herein. In this connection, pending public disclosure
thereof by Buyer and/or Company pursuant to the terms of the Merger Agreement,
each Stockholder hereby agrees, in his or her capacity as a stockholder of
Company only, not to issue any press release or make any other public statement
or disclose or discuss such matters with anyone not a party to this Agreement
(other than such Stockholder's counsel and advisors, if any) without the prior
written consent of Buyer and Company, except as required by law (including any
applicable Schedule 13D or other filings required under the Securities Exchange
Act of 1934, as amended).
7. Representations and Warranties of Stockholder.
(a) Each Stockholder has all necessary power and authority to
execute and deliver this Agreement and to perform its obligations hereunder. The
execution and delivery of this Agreement by each Stockholder, and the
performance of its obligations hereunder, have been duly and validly authorized
by all necessary action and no other proceedings on the part of any Stockholder
are necessary to authorize the execution and delivery of this Agreement or the
performance of such Stockholder's obligations hereunder. This Agreement has been
duly and
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CUSIP No. 69341L106 13D Page 11 of 16 Pages
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validly executed and delivered by each Stockholder and, assuming the due
authorization, execution and delivery by the other parties hereto, constitutes a
legal, valid and binding obligation of each Stockholder, enforceable against
each Stockholder in accordance with its terms.
(b) The execution and delivery of this Agreement by each Stockholder
does not, and the performance of this Agreement by each Stockholder will not,
(i) conflict with or violate the certificate of incorporation, by-laws or other
governing documents, if any, of such Stockholder, (ii) require any consent,
approval, authorization, waiver or permit of, of filing with or notification to,
any Governmental Entity, (iii) conflict with or violate any Law applicable to
such Stockholder or by which any property of such Stockholder is bound or
affected, or (iv) result in any breach of or constitute a default under, or give
to others any right of termination, amendment, acceleration or cancellation of,
or result in the creation of a Lien on any property or asset of such Stockholder
pursuant to any contract, agreement, note, bond, mortgage, indenture, credit
agreement, lease, license, permit, franchise or other instrument or obligation
to which such Stockholder or an of its affiliates is a party or by which such
Stockholder or any of its Affiliates, or any property or asset of such
Stockholder or any of its Affiliates, is bound or affected, except in the case
of clauses (iii) and (iv) for any such conflicts, violations, breaches, defaults
or other occurrences of the type referred to above which would not prevent or
materially delay such Stockholder's ability to perform its obligations under
this Agreement.
8. Termination. This Agreement and all obligations hereunder shall
terminate immediately upon the earlier of (a) the consummation of the Merger,
and (b) the termination of the Merger Agreement; provided, however, that, this
Section 8 and Section 9 shall survive the termination of this Agreement.
9. General Provisions.
(a) Notices. All notices or other communications under this
Agreement shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by facsimile (with
confirmation of receipt), or by registered or certified mail, postage prepaid,
return receipt requested, addressed to the notice address specified on the
applicable signature page to this Agreement.
(b) Specific Performance. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, the parties further agree (without prejudice to a party's
right to contest any injunction or restraining order based upon a claim of
breach of this Agreement to the extent it reasonably believes, in good faith,
that it has a meritorious defense to such a claim for relief) that each party
shall be entitled to an injunction or restraining order to prevent breaches of
this Agreement and to enforce specifically the terms and provisions hereof in
any court of the United States or any state having jurisdiction, this being in
addition to any other right or remedy to which such party may be entitled under
this Agreement, at Law or in equity.
(c) Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
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CUSIP No. 69341L106 13D Page 12 of 16 Pages
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(d) Assignment; Parties in Interest. Neither this Agreement nor any
of the rights, interests or obligations hereunder may be assigned by any of the
parties hereto (whether by operation of Law or otherwise) without the prior
written consent of the other parties. Subject to the foregoing, this Agreement
shall be binding upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to or shall confer
upon any Person not a party hereto any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement, including to confer third party
beneficiary rights.
(e) Governing Law. This Agreement shall be governed in all respects
by the Laws of the State of Delaware (without giving effect to the provisions
thereof relating to conflicts of Law). The exclusive venue for the adjudication
of any dispute or proceeding arising out of this Agreement or the performance
hereof shall be the courts located in Dover County, Delaware, and the parties
hereto and their Affiliates each consents to and hereby submits to the
jurisdiction of any court located in Dover County, Delaware or Federal courts in
Delaware.
(f) Headings. The descriptive headings herein are inserted for
convenience of reference only and are not intended to be part of or to affect
the meaning or interpretation of this Agreement.
(g) Certain Definitions and Rules of Construction.
(i) Capitalized terms used herein and not otherwise defined
are used with the meanings ascribed to them in the Merger Agreement.
(ii) References in this Agreement to any gender shall include
references to all genders. Unless the context otherwise requires, references in
the singular include references in the plural and vice versa. References to a
party to this Agreement or to other agreements described herein means those
Persons executing such agreements.
(iii) The words "include", "including" or "includes" shall be
deemed to be followed by the phrase "without limitation" or the phrase "but not
limited to" in all places where such words appear in this Agreement. The word
"or" shall be deemed to be inclusive.
(iv) This Agreement is the joint drafting product of each of
the parties hereto, and each provision has been subject to negotiation and
agreement and shall not be construed for or against any party as drafter
thereof.
(v) In each case in this Agreement where this Agreement is
represented or warranted to be enforceable will be deemed to include as a
limitation to the extent that enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar Laws affecting the enforcement of creditors' rights generally and to
general equitable principles, whether applied in equity or at Law.
(h) Counterparts; Facsimile Signature. This Agreement may be
executed in two or more counterparts which together shall constitute a single
agreement. Execution of this Agreement may be made by facsimile signature which,
for all purposes, shall be deemed to be an original signature.
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CUSIP No. 69341L106 13D Page 13 of 16 Pages
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(i) Severability. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law or public
policy, all other terms and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economics or legal substance of
the transactions contemplated hereby are not affected in any manner materially
adverse to any party. Upon determination that any term or other provision hereof
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable Law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
(j) Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
(k) Waiver. The parties hereto may, to the extent permitted by
applicable Law, (i) extend the time for the performance of any of the
obligations or other acts of any other party hereto, (ii) waive any inaccuracies
in the representations and warranties by any other party contained herein or in
any documents delivered by any other party pursuant hereto, and (iii) waive
compliance with any of the agreements of any other party or with any conditions
to its own obligations contained herein. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in an
instrument in writing signed on behalf of such party.
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CUSIP No. 69341L106 13D Page 14 of 16 Pages
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IN WITNESS WHEREOF, Buyer, Company and each Stockholder have caused
this Voting and Tender Agreement to be duly executed and delivered as of the
date first written above.
MILPI ACQUISITION CORP.
By: /s/ James A. Coyne
----------------------------------------
James A. Coyne, Vice President
PLM INTERNATIONAL
By: /s/ Robert Tidball
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Robert Tidball, Chairman
STOCKHOLDERS:
STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.,
its General Partner
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein, President
Number of Shares Beneficially Owned as of
December 22, 2000:
1,337,300 shares of Common Stock*
Notice Address:
Steel Partners II, L.P.
150 East 52nd St., 21st Floor
New York, NY 10022
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CUSIP No. 69341L106 13D Page 15 of 16 Pages
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STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein, President
Number of Shares Beneficially Owned as of
December 22, 2000:
1,337,300 shares of Common Stock*
Notice Address:
Steel Partners, L.L.C.
150 East 52nd St., 21st Floor
New York, NY 10022
WARREN G. LICHTENSTEIN
By: /s/ Warren G. Lichtenstein
----------------------------------------
Warren G. Lichtenstein
Number of Shares Beneficially Owned as of
December 22, 2000:
1,337,300 shares of Common Stock*
Notice Address:
Warren G. Lichtenstein
150 East 52nd St., 21st Floor
New York, NY 10022
* A total of 1,337,300 shares of Common Stock are held by Steel Partners II,
L.P. The general partner of Steel Partners II, L.P. is Steel Partners
L.L.C., of which Mr. Lichtenstein is the chief executive officer, and Mr.
Lichtenstein may be deemed to be the beneficial owner of all such shares by
virtue of his power to vote and dispose of such shares.
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CUSIP No. 69341L106 13D Page 16 of 16 Pages
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ROBERT TIDBALL
By: /s/ Robert Tidball
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Robert Tidball
Number of Shares Beneficially Owned as of
December 22, 2000:
304,005 shares of Common Stock
110,000 options
Notice Address:
Robert Tidball
c/o PLM International, Inc.
One Market
Steuart Street Tower, Suite 800
San Francisco, CA 94105
DOUG GOODRICH
By: /s/ Doug Goodrich
----------------------------------------
Doug Goodrich
Number of Shares Beneficially Owned as of
December 22, 2000:
155,477 shares of Common Stock
85,000 options
Notice Address:
Doug Goodrich
c/o PLM International, Inc.
One Market
Steuart Street Tower, Suite 800
San Francisco, CA 94105
