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As filed with the Securities and Exchange Commission on December 22, 2000
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-C
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
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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
Not Applicable Not Applicable
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|_| 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.
Amount Previously Paid: None Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
|X| 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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ITEM 12. EXHIBITS.
On December 22, 2000, Semele Group Inc. issued the following press
release with respect to its affiliate, MILPI Acquisition Corp.
FOR IMMEDIATE RELEASE
SEMELE AFFILIATE TO ACQUIRE PLM INTERNATIONAL, INC.
WESTPORT, CT.--(BUSINESS WIRE)--December 22, 2000--Semele Group Inc. announced
today that its affiliate, MILPI Acquisition Corp., has entered into a definitive
agreement to acquire PLM International, Inc. for a cash purchase price of
approximately $27 million. In connection with the acquisition, MILPI will make a
tender offer to purchase any and all of PLM International's outstanding common
stock at a price of $3.46 per share. Upon completion of the tender offer, if
required in order to complete the acquisition, PLM International will hold a
special meeting of shareholders to approve the merger. MILPI Acquisition Corp.
is owned by a limited liability company which is owned by four trusts: AFG
Investment Trust A, AFG Investment Trust B, AFG Investment Trust C, and AFG
Investment Trust D. An indirect subsidiary of Semele is managing trustee of each
of the four trusts and has a beneficial interest in each of the trusts and in a
special beneficiary of each of the trusts.
The transaction has been approved by the boards of directors of each of Semele,
MILPI and PLM International. In addition, a group of shareholders of PLM
International, who own approximately 24% of PLM International's voting power,
has agreed to tender all of their shares to MILPI in the tender offer and to
vote in favor of the merger if a special meeting of shareholders is required.
Semele Group Inc. is a holding company with interests in a number of real
estate development projects, income producing real estate, and equipment
leasing funds.
PLM International, Inc. 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.
This release contains forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in such statements. Potential risks and uncertainties include, but are
not limited to, satisfaction of the conditions to closing.
The parties are required to file documentation with the Securities and Exchange
Commission concerning the transaction. WE URGE INVESTORS TO READ THE SCHEDULE
TO, THE SCHEDULE 14D-9, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. You may obtain a free copy of the documents filed by PLM
International, Inc. with the SEC at the SEC's web site at
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www.sec.gov. In addition, documents filed with the SEC by PLM International,
Inc. will be available free of charge by directing a request to the Secretary of
PLM International, Inc. at One Market, Steuart Street Tower, Suite 800, San
Francisco, California 94105. PLM International, Inc., its directors, executive
officers and certain other members of its management and employees may be
soliciting proxies from PLM International, Inc.'s shareholders in favor of the
merger transaction and may have an interest either directly or indirectly by
virtue of their security holdings or otherwise. Information concerning the
participants will be set forth in the Proxy Statement when it is filed with the
SEC. Information regarding such officers and directors is included in PLM
International, Inc.'s Definitive Proxy Statement for its 2000 Annual Meeting of
Stockholders filed with the Commission on February 4, 2000. This document is
available free of charge at the SEC's web site at http://www.sec.gov and from
PLM International, Inc. at the address set forth above. Neither Semele nor any
of its affiliates takes any responsibility with respect to the accuracy or
completeness of PLM International's filings.
SEMELE CONTACT:
James A. Coyne
MILPI Acquisition Corp.
c/o Semele Group Inc.
200 Nyala Farms
Westport, CT 06880
phone: (203) 341-0515
fax: (203) 341-9988
email: [email protected]
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SIGNATURES
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 22, 2000
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
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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
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Name: James A. Coyne
Title: Senior Vice President
SEMELE GROUP, INC.
By: /s/ James A. Coyne
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Name: James A. Coyne
Title: President and Chief Operating Officer
