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1. PLM
Intl Say[s] Adviser Endorses Its Board Slate
2.
PLM Shareholders Vote Resolutions
3.
PLM Says [It] Responds to Equis Demand
4.
No Thanks, Equis PLM Nixes $46 Million Purchase Bid
5.
PLM Reports Investor Group Has Bought Stake
6.
Steel Partners May Buy PLM
7.
Equis Battles to Take the Wheel at PLM
8.
PLM Studies Proposal for Bid from Equis Financial
9.
Equis Financial Group Makes Bid for PLM
10.
PLM Probing Unusual Trades in Its Stock
11.
PLM Mulls Buyout Offer
12.
First Quarters Results Mixed for Transport
Firms
PLM
Intl Say[s] Adviser Endorses Its Board Slate
Dow Jones News - May 29, 1997
San
Francisco-PLM International Inc. (PLM) said Institutional
Shareholder Services Inc., an independent adviser to
institutional investors on proxy and other
shareholder-related matters, recommended its clients vote
for PLMs nominees for directors and against two of
five proposals submitted by [the] PLM Stockholders
Committee, a group of dissident shareholders.
In a press
release Thursday, PLM said Institutional Shareholders
made its recommendations after meeting with the
comopanys senior management and representatives of
the dissident shareholders committee.
PLM said after
the meeting, Institutional Shareholder said that due to
the committees uncertain long-range intentions, and
the progress made by the companys management in
repositioning the company, it saw no reason to change the
board or oppose managements directors.
PLM said
Institutional Shareholder recommended that its clients
vote against proxy item No. 4 - which proposes that PLM
not be governed by Section 203 of Delaware General
Corporation Law, a business combinations statute - and
against proxy item No. 6, which proposes the
establishment of a shareholder advisory committee
PLM said
Institutional Shareholder did recommend a vote for three
other shareholder proposals involving removal of
antitakeover and "poison pill" provisions.
PLM
International is an equipment leasing and management
company.
PLM
Shareholders Vote Resolutions
Journal of Commerce, New York - June 23, 1997
San Francisco
- Shareholders of embattled transport equipment lessor
PLM International Inc. approved three non-binding
resolutions that could reduce the companys ability
to fend off a takeover.
Preliminary
results of voting from PLMs annual shareholder
meeting also showed that both board nominees, chief
executive Robert Tidball, and Robert L. Witt, were
re-elected over candidates nominated by dissident
shareholder Gary Engle.
PLM has rebuffed
buyout inquiries by Equis Financial Group, a Boston firm
headed by Mr. Engle. The resolutions approved would
eliminate PLMs "poison pill" defense, a
requirement that 80% of shareholders approve mergers not
approved by the board, and a rule limiting business
combinations initiated by shareholders.
PLM
Says [It] Responds to Equis Demand
Reuter Financial Report - May 27, 1997
San Francisco
- PLM International Inc said Tuesday it has responded to
a demand from Equis Financial Group LP to inspect its
stock ledger and list of stockholders.
PLM, an
equipment leasing and management company, said Equis
stated it intends to communicate with PLM shareholders
"with respect to matters relating to their mutual
interest, including communications in connection with an
attempt to obtain control of the company" via a
tender offer.
PLM said it
delivered a letter to Equis stating it would
"promptly comply" with the demand should Equis
begin its offer.
PLM also said it
had previously provided a stockholders list to an Equis
affiliate on matters relating to its 1997 annual meeting.
(Reuter)
No
Thanks, Equis
PLM Nixes $46 Million Purchase Bid
Journal of Commerce, New York - May 21, 1997
By Peter Tirschwell, Journal of Commerce Staff
San Francisco
- Transport equipment lessor PLM International on Tuesday
rejected a $46 million acquisition offer from Equis
Financial Group, a privately held leasing firm in Boston.
"We
didnt like the offer," said Robert Tidball,
PLMs executive. "There was nothing positive
about it at all."
Equis on April
25 offered to pay $5 per share for the 9.2 million PLM
shares outstanding, arguing that PLMs share price
and profitability have fallen significantly under its
current management. PLMs stock was trading at $5.50
per share on the American Stock Exchange Tuesday
afternoon.
Equis also
nominated candidates to fill the two seats on PLMs
board available June 10, one of which is held by Mr.
Tidball. PLM manages several transport equipment funds
and a company-owned portfolio of transport and office
equipment totaling $1.3 billion in value.
With the
rejection of Equis offer, the battle now shifts to
the proxy front, where PLM and Equis will each try to
convince shareholders to vote their shares for their
candidates and positions on five shareholder proposals.
In addition to
the two candidates for the board, Equis is backing five
shareholder proposals that would significantly weaken
PLMs ability to fend off a takeover attempt.
One of those
would eliminate PLMs "poison pill"
takeover defense, while another would scrap a bylaw
requiring 80% shareholder approval for a buyout not
approved by management.
PLMs
current directors and top management control 11% of the
company, while a New York investment firm, Steel
Partners, which is considered friendly to PLM, controls
about 4% of the shares available in this election.
Steel also
controls another 3% acquired since the cutoff date for
balloting, and is considered by PLM as a possible future
owner of the company.
Mr. Tidball
declined to speculate on the outcome of the balloting,
which will be disclosed at the June 10 annual meeting in
San Francisco.
"It is
certainly not over for us," said Jim Coyne,
Equis senior vice president. "We are still
interested in the company. The stockholders meeting
will be a good barometer as to how the stockholders of
PLM feel about management."
In rejecting the
offer, Mr. Tidball said Equis provided no proof of its
ability to finance an acquisition of PLM.
Mr. Coyne shot
back that three days before Equis made its offer, his
firm had been approached by PLM as a potential buyer of
$100 million worth of equipment being offered with PLM as
an intermediary.
He said that at
the time PLM had no concerns about Equis ability to
pay. "We dont think they are serious when they
make statements about our ability to finance the
transaction."
Mr. Tidball
confirmed that Equis was one of many firms PLM contacted
as a possible buyer, but that Equis financing would
likely have come from investment partnerships it
controls, not from its own capital.
PLM
Reports Investor Group Has Bought Stake
Journal of Commerce, New York - May 19, 1997
San Francisco
- PLM International Inc., a container leasing company,
announced Friday afternoon that a New York investment
partnership has bought a 7% stake in it and wants to
explore acquiring control [of] the company.
The partnership,
Steel Partners L.P., filed documents disclosing the
purchase of 646,300 shares of PLM [on] May 15, said
PLMs statement.
"The filing
indicated that Steel Partners intends to have future
discussions with the company about its business
operations and ways to enhance stockholder value, and
that Steel Partners may in the future seek to acquire
control in a negotiated transaction or otherwise,"
said PLM.
The Equis
Financial Group of Boston had already made a $5 a share
offer for PLM.
Steel
Partners May Buy PLM
San Francisco Chronicle - May 17, 1997
PLM
International Inc., the San Francisco equipment leasing
firm, said that Steel Partners L.P., a New York-based
investment partnership, has acquired about 7 percent of
PLMs stock and may seek to buy the company. The
move by Steel comes a little over two weeks after Equis
Financial Group, a Boston-based partnership, notified PLM
that it will acquire the company for $5 a share.
PLMs stock has gained more than $1 since then. It
rose 13 cents yesterday to close at $5.63.
Equis
Battles to Take the Wheel at PLM
Journal of Commerce, New York - May 15, 1997
By Peter Tirschwell, Journal of Commerce Staff
San Francisco
- A battle is taking shape for control of transport
equipment lessor PLM International following a hostile
offer to acquire the company by Boston-based Equis
Financial Group.
Equis, also an
equipment lessor, in April offered to acquire all of
PLMs outstanding stock for $5 a share.
Arguing that
current management has failed to produce adequate returns
for shareholders, the privately held Boston firm has
nominated two candidates for the board of directors who
will stand for election June 10.
One of the
directors up for re-election is PLM Chief Executive
Robert Tidball.
"The stock
has been trading in the $3-per-share range for a number
of years. We feel that with new management there could be
more than $3 of value there," said Jim Coyne,
Equis senior vice president.
Stock Price
Pressure
Under pressure
to boost the stock price, which had declined from over
$10 in 1989, Mr. Tidball has been aggressively
repurchasing stock, reducing debt and shifting corporate
strategy. PLM manages about $1.2 billion in assets.
Last year PLM
stopped issuing new transport equipment funds, where
investors profit from leasing income, and launched a
three-pronged strategy focusing on refrigerated trailer
leasing, office equipment leasing through a subsidiary
and deriving fees from managing its existing transport
funds.
In an interview,
Mr. Tidball said PLMs stock has recovered to 5.375
as of earlier this week because the company is becoming
known to a wider audience of investors responding to
growing earnings and aggressive stock repurchase.
He dismissed the
Equis offer as the reason the stock has recovered to its
highest point since 1990.
"It is not
Equis that is driving up the stock price. We were a stock
that was ignored, and when we started reporting
significant increases in earnings, it created a lot of
interest," Mr. Tidball said.
"This is
distracting," he said of the Equis offer. "What
this company needs is to be focused completely on its
business."
PLM shareholders
will be voting over the next few weeks on two Equis
proposals, one to eliminate PLMs "poison
pill" takeover defense, and the other to eliminate a
provision requiring 80% voter approval to sell the
company when there is not a majority on the board of
directors supporting it.
Equis argued the
rules inhibits [sic] maximization of shareholder
value by thwarting takeover bids.
Rejection
Urged
PLMs
management is asking shareholders to reject both
proposals, and has engaged a proxy solicitation firm to
make its case to shareholders.
PLM is no
stranger to fending off dissident shareholders trying to
muscle their way onto the board of directors.
Two years ago
New York investor Howard Berkowitz acquired 9% of PLM
shares but was unable [to] unseat PLM Chairman J. Alec
Merriam. Each year, two PLM directors come up for
re-election.
Mr. Coyne was
sharply critical of Mr. Tidballs leadership.
Equis submitted
a letter to shareholders saying that since 1991, the top
five officers of PLM have received $9.5 million in
compensation while the company reported $197 million in
losses.
"We think
their overhead, including compensation paid to senior
management, is way out of whack for a company that
size," Mr. Coyne said.
"We run a
comparably sized company with a fraction of the overhead
they do."
He said that
even with the discontinuation of its syndication efforts,
PLM is still too diversified in its leasing business.
PLM
Studies Proposal for Bid from Equis Financial
New York Times (National Edition), New York - April 30,
1997
PLM
International Inc., a transportation-equipment leasing
company, said yesterday that it was considering a
proposal to be acquired by the Equis Financial Group for
about $46 million. PLM said it had received a letter
saying Equis was "prepared to offer" $5 a
share. PLM said it had not received a formal offer.
Shares of PLM gained 62.5 cents yesterday, to $4.8125.
PLM, based in San Francisco, has annual sales of $51.5
million. Equis, based in Boston, is a limited partnership
that leases 70,000 items ranging from computers to
airplanes. PLM also announced that it was investigating
recent irregularities and unusual trading activity in its
stock. (Dow Jones)
Equis
Financial Group Makes Bid for PLM
Journal of Commerce, New York - April 30, 1997
San Francisco
- Equis Financial Group of Boston has offered to acquire
transportation and office equipment lessor PLM
International, Inc. for $5 a share.
The offer was
made in a letter to PLMs board of directors, PLM
announced Tuesday. PLM said its board "intends to
consider the letter carefully in accordance with its
fiduciary responsibilities to all shareholders."
PLM also said it
plans to review with government authorities recent
"irregularities and unusual stock trading
activity" in its stock. PLMs stock closed
Monday at $4 3/16, up 1/16 on the American Stock
Exchange. PLMs $1.3 billion portfolio of owned or
managed assets ranks as one of the 25 largest asset
leasing pools in the United States.
PLM
Probing Unusual Trades in Its Stock
San Francisco Chronicle - April 30, 1997
By Kenneth Howe, Chronicle Staff Writer
PLM
International said yesterday it is investigating unusual
trading in its stock just as it has received an overture
from a Boston company offering to buy the San Francisco
equipment-leasing company for $46 million.
PLMs stock
jumped 63 cents to $4.81 on the American Exchange
yesterday after the company said it had received a letter
from Equis Financial Group saying Equis was
"prepared to offer" $5 a share for PLMs
9.2 million shares.
At the same
time, PLM said it has asked its legal counsel to
"review with appropriate authorities recent
irregularities and unusual trading activity" in the
PLM stock.
PLMs
shares, which had been trading in the $3-a-share range
for more that a year, suddenly began climbing
inexplicably in March on unusually high trading volume.
Janet Turner,
PLMs investor relations officer, said the company
had been monitoring the heavy volumes, which seemed to
peak on April 23, when 176,000 shares traded hands.
PLMs normal volume is about 10,000 shares a day.
PLM did not
disclose which authorities it had contacted, but the
Securities and Exchange Commission typically investigates
suspicious stock movements.
Turner said the
company did not know whether the unusual trading activity
and higher stock price had anything to do with the
subsequent overture by Equis.
Gary Engle,
chief executive of Equis, said he did not know who might
have been responsible for the unusual trading activity.
He insisted that "less than a handful" of
people had known about his intention of making a bid for
PLM.
However, Engle,
a PLM shareholder, has for some months been lobbying the
leasing company to eliminate its poison pill provision
and take other action that would make it a more
attractive acquisition target.
Engle said he
had become concerned with the lackluster performance of
the companys stock. Shares had scarcely risen above
$3.50 in four years, despite huge gains by the market as
a whole.
"I got
frustrated because the company just seemed to be drifting
along," he said.
Engles
relationship with PLM is more complicated than that of a
shareholder. Last January, Engle sold half of his own
leasing company, American Financial Group, to PLM for
$3.2 million.
Leasing
companies typically acquire trucks, ships, planes and
other heavy equipment and lease them out to companies
that do not want to make such large capital purchases.
Engle sold to
PLM the portion of his company that managed equipment
leases. He retained the other half of the company, the
limited partnerships that held the leases, and renamed
that company Equis. Asked why he sold half his company to
PLM only to turn around a year later and try to acquire
both, Engle said that the business environment had
changed and that he now saw greater potential in the
leasing industry.
PLM
Mulls Buyout Offer
San Francisco Examiner - April 29, 1997
PLM
International Inc. said Tuesday it has received a
proposal to be acquired by Equis Financial Group for
about $46 million. The San Francisco-based
transportation-equipment leasing company said it received
a letter saying Equis is "prepared to offer" $5
a share for all of PLMs outstanding shares. PLM
said it is considering the proposal, but has not received
a formal offer. PLMs shares closed Monday at 4
3/16, up 1/16 on the AMEX. Equis, based in Boston, is a
limited partnership that leases 70,000 items ranging from
computers to airplanes. (Associated Press)
First
Quarters Results Mixed for Transport Firms
Journal of Commerce, New York - April 22, 1997
By Chris Isidore, Journal of Commerce Staff
Caliber System
Inc., which last month closed most of the operations of
one of its subsidiary trucking companies, was hit with an
$85 million restructuring charge in the first quarter,
which plunged its results into the red.
But two other
recently restructured companies on The Journal of
Commerce stock index--Ryder System Inc. and PLM
International Inc--started the week releasing improved
results...
PLM, the San
Francisco equipment leasing and management company, saw
net income rise 51% to $1.3 million from $792,000 a year
ago. Total revenue rose only 0.4% to $12.5 million. The
company said the improvement was due to changes
implemented in a 1994 restructuring, and that it would
concentrate on expanding PLM Rentals trailer
leasing and management operations in selected market
niches as the next step in its strategic plan.
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