Date: Fri, 19 Dec 1997 17:01:54 GMT Server: Apache/1.2.1 Last-Modified: Sun, 17 Aug 1997 20:42:44 GMT ETag: "3f1a-73af-33f76244" Content-Length: 29615 Accept-Ranges: bytes Connection: close Content-Type: text/html Current Newspaper Articles

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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 Quarter’s 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 PLM’s 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 comopany’s senior management and representatives of the dissident shareholders committee.

PLM said after the meeting, Institutional Shareholder said that due to the committee’s uncertain long-range intentions, and the progress made by the company’s management in repositioning the company, it saw no reason to change the board or oppose management’s 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 company’s ability to fend off a takeover.

Preliminary results of voting from PLM’s 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 PLM’s "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 didn’t like the offer," said Robert Tidball, PLM’s 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 PLM’s share price and profitability have fallen significantly under its current management. PLM’s 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 PLM’s 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 PLM’s ability to fend off a takeover attempt.

One of those would eliminate PLM’s "poison pill" takeover defense, while another would scrap a bylaw requiring 80% shareholder approval for a buyout not approved by management.

PLM’s 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 don’t 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 PLM’s 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 PLM’s 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. PLM’s 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 PLM’s 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 PLM’s 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 PLM’s "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

PLM’s 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. Tidball’s 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 PLM’s 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. PLM’s stock closed Monday at $4 3/16, up 1/16 on the American Stock Exchange. PLM’s $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.

PLM’s 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 PLM’s 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.

PLM’s 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, PLM’s 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. PLM’s 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 company’s 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.

Engle’s 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 PLM’s outstanding shares. PLM said it is considering the proposal, but has not received a formal offer. PLM’s 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 Quarter’s 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 Rental’s trailer leasing and management operations in selected market niches as the next step in its strategic plan.


Copyright © 1997, PLM International, Inc.
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