<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
File Nos. 33-43481 and 33-54747
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 28, 1995
$500,000,000
XTRA, INC.
SERIES C MEDIUM-TERM NOTES
DUE FROM 9 MONTHS TO 30 YEARS FROM DATE OF ISSUE
GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
XTRA CORPORATION AND
XTRA MISSOURI, INC.
------------------------
XTRA, Inc. may offer from time to time up to $500,000,000 aggregate
principal amount of its Series C Medium-Term Notes due from nine months to 30
years from date of issue, and with such rates of interest (which may be fixed or
variable), as agreed to by XTRA, Inc. and XTRA Corporation and the purchasers
thereof. Such aggregate principal amount is subject to reduction as a result of
the sale by XTRA Corporation of common or preferred stock or by XTRA, Inc. of
certain other Debt Securities guaranteed by XTRA Corporation. See "Supplemental
Plan of Distribution." The specific interest rates or interest rate formulas,
maturities and redemption, sinking fund or amortization provisions, if any, of
Notes sold will be set forth in pricing supplements to this Prospectus
Supplement. The Notes will be issued in denominations of $100,000 and in any
greater amount that is an integral multiple of $1,000. See "Series C Medium-Term
Notes." XTRA Corporation and XTRA Missouri, Inc., jointly and severally, will
unconditionally guarantee the payment of principal, premium, if any, and
interest on the Notes. XTRA, Inc. is a wholly-owned subsidiary of XTRA Missouri,
Inc., which is in turn a wholly-owned subsidiary of XTRA Corporation.
Unless otherwise specified in the applicable Pricing Supplement, interest
on each Fixed Rate Note will be payable each April 1 and October 1 and at
maturity. Interest on each Floating Rate Note will be payable on the dates set
forth herein and in the applicable Pricing Supplement. Each Note will be
represented by either a permanent global security registered in the name of The
Depository Trust Company, as Depository, or a nominee of the Depository, or a
certificate issued in definitive form, as set forth in the applicable Pricing
Supplement. Interests in Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository
(with respect to participants' interests) and its participants. Except as
described below under "Book-Entry Notes," owners of beneficial interests in a
Global Note will not be entitled to receive physical delivery of Notes in
definitive form and will not be considered the Holders thereof.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
PRICE TO AGENTS' PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) XTRA, INC.(3)
------------- --------------------- ---------------------------
<S> <C> <C> <C>
Per Note......................... 100% .125%--1.000% 99.000%--99.875%
Total............................ $500,000,000 $625,000--$5,000,000 $495,000,000--$499,375,000
<FN>
- ---------------
(1) Notes will be issued at 100% of their principal amount, unless otherwise specified in the applicable
Pricing Supplement.
(2) XTRA, Inc. will pay the Agents a commission of .125% to 1.000% of the principal amount of any Note sold
through them as agents, depending upon the maturity of the principal amount of any Note and the credit
ratings of the Notes. XTRA, Inc., XTRA Missouri, Inc. and XTRA Corporation have agreed to indemnify the
Agents against certain liabilities, including liabilities under the Securities Act of 1933.
(3) Before deduction of expenses payable by XTRA, Inc. (including reimbursement of certain expenses of the
Agents) estimated to be $500,000.
</TABLE>
------------------------
Offers to purchase Notes are being solicited, on a reasonable efforts
basis, from time to time by the Agents on behalf of XTRA, Inc., XTRA Missouri,
Inc. and XTRA Corporation. Notes may be sold to the Agents as principals for
their own account at negotiated discounts, and the Agents may resell those
Notes. XTRA, Inc. has also reserved the right to sell the Notes directly to
investors. XTRA, Inc. or the Agents may reject any order as a whole or in part.
See "Supplemental Plan of Distribution."
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
WERTHEIM SCHRODER & CO.
INCORPORATED
------------------------
The date of this Prospectus Supplement is March 2, 1995.
<PAGE> 2
IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, THE AGENTS MAY OVERALLOT
OR EFFECT TRANSACTIONS IN THE NOTES WITH A VIEW TO STABILIZING OR MAINTAINING
THE MARKET PRICE OF THE NOTES AT LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE
PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY
OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
SERIES C MEDIUM-TERM NOTES
The following description of the particular terms of the Series C
Medium-Term Notes offered hereby supplements, and to the extent inconsistent
therewith replaces, the description of the general terms and provisions of Debt
Securities set forth in the Prospectus, to which description reference is hereby
made. The particular terms of Notes sold pursuant to pricing supplements to this
Prospectus Supplement (each a "Pricing Supplement") will be described therein.
GENERAL
The Series C Medium-Term Notes (the "Notes") offered hereby will be issued
under the Indenture dated as of August 15, 1994, as supplemented by the First
Supplemental Indenture dated as of September 30, 1994 (together, the
"Indenture") among XTRA, Inc., XTRA Corporation, XTRA Missouri, Inc., and the
First National Bank of Boston, as Trustee. The Notes issued under the Indenture
will constitute part of a single series of Debt Securities under the Indenture,
which series is unlimited in aggregate principal amount. The Notes will mature
on any business day from nine months to 30 years from the date of issue, as
selected by the purchaser and agreed to by XTRA, Inc. and XTRA Corporation. The
Notes are issuable in denominations of $100,000 or any amount in excess thereof
that is an integral multiple of $1,000.
The Notes will be unsecured obligations of XTRA, Inc. XTRA, Inc.'s sources
of payment of the Notes are payments under fleet management agreements with
certain of its subsidiaries, leasing revenues from transportation equipment
leased directly by it and advances and dividends from its subsidiaries. At
September 30, 1994, 41% of XTRA, Inc.'s consolidated assets were accounted for
by its subsidiaries. For fiscal 1995, 94% of XTRA, Inc.'s consolidated revenues
are expected to be accounted for by its subsidiaries. See "The Company" and
"Description of Common Stock of XTRA Corporation -- Holding Company Status" in
the accompanying Prospectus. The payment of principal, premium, if any, and
interest on the Notes will be unconditionally guaranteed, jointly and severally,
by XTRA Corporation (the "Company" or "XTRA") and XTRA Missouri, Inc. ("XTRA
Missouri" and, together with XTRA, the "Guarantors") under guarantees (the
"Guarantees") endorsed on the Notes as provided in the Indenture. (See
"Description of Debt Securities of XTRA, Inc. -- Guarantees" in the Prospectus.)
The Company's source of funds for payment of its obligations, including its
obligations under the Guarantees of the Notes, is advances and dividends from
its subsidiary, XTRA Missouri. XTRA Missouri's source of funds for payment of
its obligations, including its obligations under the Guarantees of the Notes, is
advances and dividends from XTRA, Inc. At September 30, 1994, all of the
Company's assets were accounted for by XTRA Missouri, and substantially all of
XTRA Missouri's assets were accounted for by XTRA, Inc. For the fiscal year
ended September 30, 1994, all of the Company's revenues were accounted for by
XTRA Missouri, and substantially all of XTRA Missouri's revenues were accounted
for by XTRA, Inc.
The Notes will be offered on a continuing basis. Each Note will be
represented by either a permanent global security (a "Global Note") registered
in the name of The Depository Trust Company, as Depository (the "Depository")
(each such Note represented by a Global Note being referred to herein as a
"Book-Entry Note"), or a nominee thereof, or a certificate issued in definitive
form (a "Certificated Note"). Except as set forth below under "Book-Entry
Notes", Book-Entry Notes will not be issuable in definitive form.
Notes will be sold in individual issues of Notes having such interest rate
or interest rate formula, if any, Stated Maturity and date of original issuance
as shall be selected by the initial purchasers and
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agreed to by the Company and XTRA, Inc. Unless otherwise indicated in the
applicable Pricing Supplement, each Note will bear interest at a fixed rate or
at a rate determined by reference to the Commercial Paper Rate, the Prime Rate,
LIBOR, the Treasury Rate, the CD Rate or the Federal Funds Rate, as adjusted by
the Spread or Spread Multiplier, if any, applicable to such Note. See "Interest
Rate."
If the Notes are issued with a variable interest rate and do not satisfy
certain requirements or if the Notes are otherwise subject to original issue
discount Federal income tax rules, the applicable Pricing Supplement will
discuss any such material Federal income tax consequences that would apply.
COVENANTS
The Notes have the benefit of covenants described under the headings
"Description of Debt Securities of XTRA, Inc. -- Certain Covenants of XTRA, Inc.
and the Guarantors -- Limitation on Liens of the Company and XTRA Missouri,
Inc." and "-- Limitation on Liens of XTRA, Inc." in the accompanying Prospectus.
The covenant described under the heading "Description of Debt Securities of
XTRA, Inc. -- Certain Covenants of XTRA, Inc. and the Guarantors -- Limitation
on Liens of XTRA, Inc." in the accompanying Prospectus is not applicable to
subsidiaries of XTRA, Inc. and does not limit or restrict the ability of
subsidiaries of XTRA, Inc. to pledge their respective properties, including,
among other things, lease payments due to such subsidiaries from third parties
with respect to equipment covered by the fleet management agreements. See "The
Company" in the accompanying Prospectus.
INTEREST RATE
Each Note will bear interest from its date of issue or from the most recent
Interest Payment Date (or, if such Note is a Floating Rate Note and the Interest
Reset Dates are weekly, from the day following the most recent Regular Record
Date) to which interest on such Note has been paid or duly provided for at the
fixed rate per annum, or at the rate per annum determined pursuant to the
interest rate formula, stated therein and in the applicable Pricing Supplement
as agreed to by XTRA, Inc. and the Company and the purchasers thereof, until the
principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date and at maturity as specified below under
"Payment of Principal and Interest; Transfer or Exchange."
Each Note will bear interest at either: (a) a fixed rate (a "Fixed Rate
Note") or (b) a variable rate determined by reference to an interest rate
formula (a "Floating Rate Note"), which may be adjusted by adding or subtracting
the Spread or multiplying by the Spread Multiplier (each term as defined below).
A Floating Rate Note may also have either or both of the following: (a) a
maximum numerical interest rate limitation, or ceiling, on the rate of interest
which may accrue during any interest period (a "Maximum Rate"); and (b) a
minimum numerical interest rate limitation, or floor, on the rate of interest
which may accrue during any interest period (a "Minimum Rate"). The "Spread" is
the number of basis points specified in the applicable Pricing Supplement as
being applicable to the interest rate for such Note and the "Spread Multiplier"
is the percentage specified in the applicable Pricing Supplement as being
applicable to the interest rate for such Note. "Market Day" means (a) with
respect to any Note (other than any LIBOR Note), any Business Day, and (b) with
respect to any LIBOR Note, any such Business Day on which dealings in deposits
in U.S. dollars are transacted in the London interbank market. "Business Day"
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in Boston, Massachusetts and New York, New York, are
authorized or obligated by law or executive order to close. "Index Maturity"
means, with respect to a Floating Rate Note, the period to maturity of the
instrument or obligation on which the interest rate formula is based, as
specified in the applicable Pricing Supplement. Unless otherwise provided in the
applicable Pricing Supplement, The First National Bank of Boston will be the
calculation agent (the "Calculation Agent") with respect to the Floating Rate
Notes.
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The applicable Pricing Supplement relating to a Fixed Rate Note will
designate a fixed rate of interest per annum payable on such Fixed Rate Note.
FLOATING RATE NOTES
The applicable Pricing Supplement relating to a Floating Rate Note will
designate an interest rate basis (the "Interest Rate Basis") for such Floating
Rate Note. The Interest Rate Basis for each Floating Rate Note will be: (a) the
Commercial Paper Rate, in which case such Note will be a Commercial Paper Rate
Note; (b) the Prime Rate, in which case such Note will be a Prime Rate Note; (c)
LIBOR, in which case such Note will be a LIBOR Note; (d) the Treasury Rate, in
which case such Note will be a Treasury Rate Note; (e) the CD Rate, in which
case such Note will be a CD Rate Note; (f) the Federal Funds Rate, in which case
such Note will be a Federal Funds Rate Note; or (g) such other interest rate
formula as is set forth in such Pricing Supplement. The applicable Pricing
Supplement for a Floating Rate Note will specify the Interest Rate Basis and, if
applicable, the Calculation Agent, the Index Maturity, the Spread or Spread
Multiplier, the Maximum Rate, the Minimum Rate, the Initial Interest Rate, the
Interest Payment Dates, the Regular Record Dates, the Calculation Date (as
defined below), the Interest Determination Date (as defined below) and the
Interest Reset Date (as defined below) with respect to such Note.
The rate of interest on each Floating Rate Note will be reset weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset Date"),
as specified in the applicable Pricing Supplement. The Interest Reset Date will
be, in the case of Floating Rate Notes (other than Treasury Rate Notes) that
reset weekly, the Wednesday of each week; in the case of Treasury Rate Notes
that reset weekly, the Tuesday of each week (except as otherwise provided in the
next succeeding paragraph); in the case of Floating Rate Notes that reset
monthly, the third Wednesday of each month; in the case of Floating Rate Notes
that reset quarterly, the third Wednesday of March, June, September and
December; in the case of Floating Rate Notes that reset semi-annually, the third
Wednesday of two months of each year as specified in the applicable Pricing
Supplement; and in the case of Floating Rate Notes which reset annually, the
third Wednesday of one month of each year as specified in the applicable Pricing
Supplement; provided, however, that (a) the interest rate in effect from the
date of issue to the first Interest Reset Date with respect to a Floating Rate
Note will be the Initial Interest Rate (as set forth in the applicable Pricing
Supplement) and (b) the interest rate in effect for the ten days immediately
prior to maturity of a Note will be that in effect on the tenth day preceding
such maturity. If any Interest Reset Date for any Floating Rate Note would
otherwise be a day that is not a Market Day with respect to such Floating Rate
Note, the Interest Reset Date for such Floating Rate Note shall be postponed to
the next day that is a Market Day with respect to such Floating Rate Note,
except that in the case of a LIBOR Note, if such Market Day is in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Market Day.
The Interest Determination Date pertaining to an Interest Reset Date for a
Commercial Paper Rate Note (the "Commercial Paper Interest Determination Date"),
for a Prime Rate Note (the "Prime Rate Interest Determination Date"), for a
LIBOR Note (the "LIBOR Interest Determination Date"), for a CD Rate Note (the
"CD Rate Interest Determination Date") and for a Federal Funds Rate Note (the
"Federal Funds Rate Interest Determination Date") will be the second Market Day
preceding such Interest Reset Date. The Interest Determination Date pertaining
to an Interest Reset Date for a Treasury Rate Note (the "Treasury Interest
Determination Date") will be the day of the week in which such Interest Reset
Date falls on which Treasury bills would normally be auctioned. Treasury bills
are usually sold at auction on the Monday of each week, unless that day is a
legal holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Interest Determination Date pertaining to the
Interest Reset Date occurring in the next succeeding week. If an auction date
shall fall on any
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Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date
shall instead be the first Market Day immediately following such auction date.
All percentages resulting from any calculations referred to in this
Prospectus Supplement will be rounded upwards, if necessary, to the next higher
one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541)
being rounded to 9.87655% (or .0987655)), and all U.S. dollar amounts used in or
resulting from such calculations will be rounded to the nearest cent (with one
half cent being rounded upwards).
In addition to any Maximum Rate which may be applicable to any Floating
Rate Note pursuant to the above provisions, the interest rate on the Floating
Rate Note will in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
Under present New York law the maximum rate of interest is 25% per annum on a
simple interest basis, with certain exceptions. The limit may not apply to
Floating Rate Notes in which U.S. $2,500,000 or more has been invested.
Upon the request of the Holder of any Floating Rate Note, the Calculation
Agent will provide the interest rate then in effect, and, if determined, the
interest rate which will become effective on the next Interest Reset Date with
respect to such Floating Rate Note. The Calculation Agent's determination of any
interest rate will be final and binding in the absence of manifest error.
COMMERCIAL PAPER RATE NOTES
Commercial Paper Rate Notes will bear interest at the interest rates
(calculated with reference to the Commercial Paper Rate and the Spread or Spread
Multiplier, if any, and subject to the Minimum Rate and the Maximum Rate, if
any), and will be payable on the dates, specified on the face of the Commercial
Paper Rate Note and in the applicable Pricing Supplement. Unless otherwise
indicated in the applicable Pricing Supplement, the "Calculation Date"
pertaining to a Commercial Paper Interest Determination Date will be the tenth
day after such Commercial Paper Interest Determination Date or, if any such day
is not a Market Day, the next succeeding Market Day.
Unless otherwise indicated in the applicable Pricing Supplement,
"Commercial Paper Rate" means, with respect to any Interest Reset Date, the
Money Market Yield (calculated as described below) of the per annum rate (quoted
on a bank discount basis) for the relevant Commercial Paper Interest
Determination Date for commercial paper of the Index Maturity designated in the
applicable Pricing Supplement, as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected Interest
Rates" or any successor publication of the Board of Governors of the Federal
Reserve System ("H.15(519)") under the heading "Commercial Paper." If such rate
is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Commercial Paper Rate with respect to such Interest
Reset Date shall be the Money Market Yield of such rate on such Commercial Paper
Interest Determination Date for commercial paper of the specified Index Maturity
as published by the Federal Reserve Bank of New York in its daily statistical
release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" or any
successor publication published by the Federal Reserve Bank of New York
("Composite Quotations") under the heading "Commercial Paper." If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not yet published in
either H.15(519) or Composite Quotations, the Commercial Paper Rate with respect
to such Interest Reset Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered per annum
rates (quoted on a bank discount basis), as of 11:00 A.M., New York City time,
on such Commercial Paper Interest Determination Date, of three leading dealers
of commercial paper in The City of New York selected by the Calculation Agent
for commercial paper of the specified Index Maturity, placed for an industrial
issuer whose bond rating is "AA", or the equivalent, from a nationally
recognized rating agency; provided, however, that if fewer than three dealers
selected as aforesaid by the Calculation Agent are quoting as mentioned in this
sentence, the Commercial Paper Rate with respect to such Interest Reset Date
will be the Commercial Paper Rate in effect on such
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Commercial Paper Interest Determination Date (or, in the case of the first
Interest Reset Date, the Initial Interest Rate).
"Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:
<TABLE>
<S> <C>
360 X D
Money Market Yield = 100 X ---------------
360 - (D X M)
</TABLE>
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal; and "M" refers to the actual number
of days in the period for which interest is being calculated.
PRIME RATE NOTES
Prime Rate Notes will bear interest at the interest rates (calculated with
reference to the Prime Rate and the Spread or Spread Multiplier, if any and
subject to the Minimum Rate and the Maximum Rate, if any), and will be payable
on the dates, specified on the face of the Prime Rate Note and in the applicable
Pricing Supplement. Unless otherwise indicated in the applicable Pricing
Supplement, the "Calculation Date" pertaining to a Prime Rate Interest
Determination Date will be the tenth day after such Prime Rate Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.
Unless otherwise indicated in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any Interest Reset Date, the rate set forth for the
relevant Prime Rate Interest Determination Date in H.15(519) under the heading
"Bank Prime Loan." If such rate is not published prior to 9:00 A.M., New York
City time, on the relevant Calculation Date, then the Prime Rate with respect to
such Interest Reset Date will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the display designated as page
"NYMF" on the Reuter Monitor Money Rates Service (or such other page as may
replace the NYMF page on that service for the purpose of displaying prime rates
or base lending rates of major United States banks) ("Reuters Screen NYMF Page")
as such bank's prime rate or base lending rate as in effect for such Prime Rate
Interest Determination Date as quoted on the Reuters Screen NYMF Page on such
Prime Rate Interest Determination Date. If fewer than four such rates appear on
the Reuters Screen NYMF Page on such Prime Rate Interest Determination Date, the
Prime Rate with respect to such Interest Reset Date will be the arithmetic mean
of the prime rates or base lending rates (quoted on the basis of the actual
number of days in the year divided by a 360-day year) as of the close of
business on such Prime Rate Interest Determination Date by three major banks in
The City of New York selected by the Calculation Agent; provided, however, that
if fewer than three banks selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Prime Rate with respect to such
Interest Reset Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date (or, in the case of the first Interest Reset Date, the
Initial Interest Rate).
LIBOR NOTES
LIBOR Notes will bear interest at the interest rates (calculated with
reference to LIBOR and the Spread or Spread Multiplier, if any and subject to
the Minimum Rate and the Maximum Rate, if any), and will be payable on the
dates, specified on the face of the LIBOR Note and in the applicable Pricing
Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, LIBOR with
respect to any Interest Reset Date will be determined by the Calculation Agent
in accordance with the following provisions:
(i) On the relevant LIBOR Interest Determination Date, the Calculation
Agent will determine the arithmetic mean of the offered rates for deposits
of not less than U.S. $1,000,000 for the period of the Index Maturity
commencing on the second Market Day immediately following
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such LIBOR Interest Determination Date that appear on the display
designated as page "LIBO" on the Reuter Monitor Money Rates Service (or
such other page as may replace the LIBO page on that service for the
purpose of displaying London interbank offered rates of major banks)
("Reuters Screen LIBO Page") as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date if at least two such offered rates appear on
the Reuters Screen LIBO Page. If fewer than two offered rates appear, LIBOR
with respect to such Interest Reset Date will be determined as described in
(ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which
fewer than two offered rates for the applicable Index Maturity appear on
the Reuters Screen LIBO Page as described in (i) above, LIBOR will be
determined on the basis of the rates at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date at which deposits in U.S.
dollars for the period of the Index Maturity are offered to prime banks in
the London interbank market by four major banks in the London interbank
market selected by the Calculation Agent commencing on the second Market
Day immediately following such LIBOR Interest Determination Date and in a
principal amount equal to an amount of not less than U.S. $1,000,000 that
in the Calculation Agent's judgment is representative for a single
transaction in such market at such time (a "Representative Amount"). The
Calculation Agent will request the principal London office of each of such
banks to provide a quotation of its rate. If at least two such quotations
are provided, LIBOR with respect to such Interest Reset Date will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR with respect to such Interest Reset Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., New York
City time, on such LIBOR Interest Determination Date by three major banks
in The City of New York, selected by the Calculation Agent, for loans in
U.S. dollars to leading European banks for the period of the Index Maturity
commencing on the Interest Reset Date and in a Representative Amount;
provided, however, that if fewer than three banks selected as aforesaid by
the Calculation Agent are quoting as mentioned in this sentence, LIBOR with
respect to such Interest Reset Date will be the LIBOR in effect on such
LIBOR Interest Determination Date (or, in the case of the first Interest
Reset Date, the Initial Interest Rate).
TREASURY RATE NOTES
Treasury Rate Notes will bear interest at the interest rates (calculated
with reference to the Treasury Rate and the Spread or Spread Multiplier, if any
and subject to the Minimum Rate and Maximum Rate, if any) and will be payable on
the dates specified on the face of the Treasury Rate Note and in the applicable
Pricing Supplement. Unless otherwise specified in the applicable Pricing
Supplement, the "Calculation Date" with respect to a Treasury Interest
Determination Date will be the tenth day after such Treasury Interest
Determination Date or, if any such day is not a Market Day, the next succeeding
Market Day.
Unless otherwise indicated in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any Interest Reset Date, the rate for the auction
on the relevant Treasury Interest Determination Date of direct obligations of
the United States ("Treasury bills") having the Index Maturity designated in the
applicable Pricing Supplement, as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Auction Average (Investment)" or, if not so
published by 9:00 A.M., New York City time, on the relevant Calculation Date,
the auction average rate (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) for such
auction as otherwise announced by the United States Department of the Treasury.
If the results of such auction of Treasury bills having the specified Index
Maturity are not published or reported as provided above by 3:00 P.M., New York
City time, on such Calculation Date, or if no such auction is held on such
Treasury Interest Determination Date, then the Treasury Rate shall be the rate
set forth in H.15(519) for the relevant Treasury Rate Interest Determination
Date for the specified Index Maturity under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." If such rate is not so published by
3:00 P.M., New York City
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<PAGE> 8
time, on the relevant Calculation Date, the Treasury Rate with respect to such
Interest Reset Date shall be calculated by the Calculation Agent and shall be a
yield to maturity (expressed as a bond equivalent, on the basis of a year of 365
or 366 days, as applicable, and applied on a daily basis) calculated using the
arithmetic mean of the secondary market bid rates as of approximately 3:30 P.M.,
New York City time, on such Treasury Interest Determination Date, of three
primary United States government securities dealers in The City of New York
selected by the Calculation Agent for the issue of Treasury bills with a
remaining maturity closest to the specified Index Maturity; provided, however,
that if fewer than three dealers selected as aforesaid by the Calculation Agent
are quoting as mentioned in this sentence, the Treasury Rate with respect to
such Interest Reset Date will be the Treasury Rate in effect on such Treasury
Interest Determination Date.
CD RATE NOTES
CD Rate Notes will bear interest at the interest rates (calculated with
reference to the CD Rate and the Spread or Spread Multiplier, if any and subject
to the Minimum Rate and Maximum Rate, if any), and will be payable on the dates,
specified on the face of the CD Rate Note and in the applicable Pricing
Supplement. Unless otherwise indicated in the applicable Pricing Supplement, the
"Calculation Date" pertaining to a CD Interest Determination Date will be the
tenth day after such CD Interest Determination Date or, if such day is not a
Market Day, the next succeeding Market Day.
Unless otherwise indicated in the applicable Pricing Supplement, "CD Rate"
means, with respect to any Interest Reset Date, the rate on such CD Interest
Determination Date for negotiable certificates of deposit having the Index
Maturity designated in the applicable Pricing Supplement, as published in
H.15(519) under the heading "CDs (Secondary Market)." If such rate is not
published prior to 9:00 A.M., New York City time, on the relevant Calculation
Date, then the CD Rate with respect to such Interest Reset Date shall be the
rate on such CD Rate Interest Determination Date for negotiable certificates of
deposit for the period of the Index Maturity as published in Composite
Quotations under the heading "Certificates of Deposit." If by 3:00 P.M., New
York City time, on such Calculation Date such rate is not published in either
H.15(519) or Composite Quotations, the CD Rate with respect to such Interest
Reset Date shall be calculated by the Calculation Agent and shall be the
arithmetic mean of the secondary market offered rates, as of 10:00 A.M., New
York City time, on such CD Rate Interest Determination Date, of three leading
nonbank dealers of negotiable U.S. dollar certificates of deposit in The City of
New York selected by the Calculation Agent for negotiable certificates of
deposit with a remaining maturity closest to the specified Index Maturity in a
denomination of U.S. $5,000,000 of major United States money market banks;
provided, however, that if fewer than three dealers selected as aforesaid by the
Calculation Agent are quoting as mentioned in this sentence, the CD Rate with
respect to such Interest Reset Date will be the CD Rate in effect on such CD
Rate Interest Determination Date (or, in the case of the first Interest Reset
Date, the Initial Interest Rate).
FEDERAL FUNDS RATE NOTES
Federal Funds Rate Notes will bear interest at the interest rates
(calculated with reference to the Federal Funds Rate and the Spread or Spread
Multiplier, if any and subject to the Minimum Rate and Maximum Rate, if any),
and will be payable on the dates, specified on the face of the Federal Funds
Rate Note and in the applicable Pricing Supplement. Unless otherwise indicated
in the applicable Pricing Supplement, the "Calculation Date" pertaining to a
Federal Funds Interest Determination Date will be the tenth day after such
Federal Funds Interest Determination Date or, if such day is not a Market Day,
the next succeeding Market Day.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any Interest Reset Date, the rate on the
relevant Federal Funds Interest Determination Date for Federal Funds as
published in H.15(519) under the heading "Federal Funds (Effective)." If such
rate is not published prior to 9:00 A.M., New York City time, on the relevant
Calculation Date, then the Federal Funds Rate with respect to such Interest
Reset Date will be the
S-8
<PAGE> 9
rate on such Federal Funds Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 P.M.,
New York City time, on such Calculation Date such rate is not published in
either H.15(519) or Composite Quotations, the Federal Funds Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the rates as of 9:00 A.M., New York City time, on such
Federal Funds Interest Determination Date, for the last transaction in overnight
Federal Funds arranged by three leading brokers of Federal Funds transactions in
The City of New York selected by the Calculation Agent; provided, however, that
if fewer than three brokers selected as aforesaid by the Calculation Agent are
quoting as mentioned in this sentence, the Federal Funds Rate with respect to
such Interest Reset Date will be the Federal Funds Rate in effect on such
Federal Funds Interest Determination Date (or, in the case of the first Interest
Reset Date, the Initial Interest Rate).
PAYMENT OF PRINCIPAL AND INTEREST; TRANSFER OR EXCHANGE
Interest will be payable to the person in whose name a Note is registered
(which in the case of Global Notes representing Book-Entry Notes will be the
Depository or a nominee of the Depository) at the close of business on the
Regular Record Date next preceding each Interest Payment Date; provided,
however, that interest payable at maturity, will be payable to the person to
whom principal shall be payable (which in the case of Global Notes representing
Book-Entry Notes will be the Depository or a nominee of the Depository). The
first payment of interest on any Note originally issued between a Regular Record
Date and an Interest Payment Date will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered owner on
such next succeeding Regular Record Date. Unless otherwise indicated in the
applicable Pricing Supplement, the "Regular Record Date" with respect to any
Floating Rate Note shall be the date 15 calendar days prior to each Interest
Payment Date, whether or not such date shall be a Business Day, and the "Regular
Record Date" with respect to any Fixed Rate Note shall be the March 15 and
September 15, next preceding the April 1 and October 1 Interest Payment Dates.
Unless otherwise indicated in the applicable Pricing Supplement and except
as provided below, interest will be payable, in the case of Floating Rate Notes
that reset weekly, on the third Wednesday of March, June, September and December
of each year; in the case of Floating Rate Notes that reset monthly, on the
third Wednesday of each month or on the third Wednesday of each March, June,
September and December of each year (as indicated in the applicable Pricing
Supplement); in the case of Floating Rate Notes that reset quarterly, on the
third Wednesday of March, June, September and December of each year; in the case
of Floating Rate Notes that reset semi-annually, on the third Wednesday of the
two months of each year specified in the applicable Pricing Supplement; and in
the case of Floating Rate Notes that reset annually, on the third Wednesday of
the month specified in the applicable Pricing Supplement (each an "Interest
Payment Date"), and in each case, at maturity. If an Interest Payment Date with
respect to any Floating Rate Note would otherwise fall on a day that is not a
Market Day with respect to such Note, such Interest Payment Date will be the
next succeeding Market Day (or, in the case of a LIBOR Note, if such day falls
in the next calendar month, the next preceding Market Day).
Payments of interest on any Fixed Rate Note or Floating Rate Note with
respect to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, however, that if the Interest
Reset Dates with respect to any Floating Rate Note are weekly, interest payable
on such Note on any Interest Payment Date, other than interest payable on the
date on which principal on any such Note is payable, will include interest
accrued to but excluding the day following the next preceding Regular Record
Date.
With respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid or duly provided for
is calculated by multiplying the principal amount of such Floating Rate Note by
an accrued interest factor. Such accrued interest factor is computed by adding
the interest factor calculated for each day from the date of issue, or from the
last date to which interest has been paid or duly provided for, to but excluding
the date for which
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<PAGE> 10
accrued interest is being calculated. The interest factor (expressed as a
decimal) for each such day is computed by dividing the interest rate (expressed
as a decimal) applicable to such date by 360, in the case of Commercial Paper
Rate Notes, Prime Rate Notes, LIBOR Notes, CD Rate Notes or Federal Funds Rate
Notes, or by the actual number of days in the year, in the case of Treasury Rate
Notes. Interest on Fixed Rate Notes will be computed on the basis of a 360-day
year of twelve 30-day months.
Any payment on any Note due on any day that is not a Business Day in
Boston, Massachusetts or the City of New York, New York need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on the due date, and no interest shall accrue for the period
from and after such date.
Payment of the principal of, premium, if any, and any interest due with
respect to any Certificated Note at maturity, will be made in immediately
available funds upon surrender of such Certificated Note at the Corporate Trust
Office of the Trustee in the Borough of Manhattan, The City of New York,
provided that the Certificated Note is presented to the Paying Agent in time for
the Paying Agent to make such payments in such funds in accordance with its
normal procedures. Payments of interest with respect to Certificated Notes other
than at maturity, will be made by check mailed to the address of the Person
entitled thereto as it appears in the Security Register or by wire transfer to
such account as may have been appropriately designated by such Person.
The total amount of any principal, premium, if any, and interest due on any
Global Note representing one or more Book-Entry Notes on any Interest Payment
Date or at maturity, will be made available to the Trustee on such date. As soon
as possible thereafter, the Trustee will make such payments to the Depository in
accordance with existing arrangements between the Trustee and the Depository.
The Depository will allocate such payments to each Book-Entry Note represented
by such Global Note and make payments to the owners of holders thereof in
accordance with its existing operating procedures. Neither the Guarantors, XTRA,
Inc. nor the Trustee shall have any responsibility or liability for such
payments by the Depository. So long as the Depository or its nominee is the
registered owner of any Global Note, the Depository or its nominee, as the case
may be, will be considered the sole owner or holder of the Book-Entry Note or
Notes represented by such Global Note for all purposes under the Indenture and
the Book-Entry Notes. The Company understands, however, that under existing
industry practice, the Depository will authorize the persons on whose behalf it
holds a Global Note to exercise certain rights of holders of Securities. For a
description of payment of principal of and any premium or interest on Book-Entry
Notes, see "Book-Entry Notes" below.
BOOK-ENTRY NOTES
Upon issuance, all Book-Entry Notes of like tenor having the same original
issuance date, interest rate, redemption provisions, if any, and Stated Maturity
will be represented by a single Global Note. Each Global Note representing
Book-Entry Notes will be deposited with, or on behalf of, the Depository,
located in the Borough of Manhattan, The City of New York, and registered in the
name of a nominee of the Depository.
Ownership of beneficial interests in a Global Note representing Book-Entry
Notes will be limited to institutions that have accounts with the Depository or
its nominee ("participants") or persons that may hold interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Such accounts shall be designated
by the Agents with respect to Book-Entry Notes or by XTRA, Inc. if such Notes
are offered and sold directly by XTRA, Inc. Ownership of beneficial interests in
a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depository
(with respect to interests of participants) or any such participant (with
respect to interests of persons held by such participants on their behalf).
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<PAGE> 11
Ownership of beneficial interests in such Global Note by persons that hold
through participants will be evidenced only by, and the transfer of that
ownership interest will be effected only through, records maintained by such
participant. None of XTRA, Inc., XTRA Corporation, XTRA Missouri, Inc. the
Trustee or any agent of XTRA, Inc., XTRA Corporation, XTRA Missouri, Inc. or the
Trustee will have any responsibility or liability for any aspect of the
Depository's or any participant's records relating to, or for payments made on
account of, beneficial interests in a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial interests.
Secondary trading in notes of corporate issuers is generally settled in
clearing-house or next-day funds. In contrast, beneficial interests in a Global
Security, in some cases, may trade in the Depository's same-day funds settlement
system, in which case secondary market trading activity in those beneficial
interests would be required by the Depository to settle in immediately available
funds. There is no assurance as to the effect, if any, that settlement in
immediately available funds would have on trading activity in such beneficial
interests. Also, settlement for purchases of beneficial interests in a Global
Security upon the original issuance thereof may be required to be made in
immediately available funds. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in such a Global Note.
The Company has been advised by the Depository that upon receipt of any
payment of principal of, premium, if any, or interest in respect of a Global
Note, the Depository will immediately credit, on its book-entry registration and
transfer system, the accounts of participants with payments in amounts
proportionate to their respective beneficial interest in the principal amount of
such Global Note as shown on the records of the Depository. Payments by
participants to owners of beneficial interests in a Global Note held through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
registered in "street name", and will be the sole responsibility of such
participants.
No Global Note described above may be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
another nominee of the Depository. A Global Note representing Book-Entry Notes
is exchangeable for Certificated Notes of like tenor and of an equal aggregate
principal amount, only if (i) the Depository notifies XTRA, Inc. that it is
unwilling or unable to continue as Depository for such Global Note or if at any
time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) there
shall have occurred and be continuing an Event of Default with respect to the
Notes represented by such Global Note, (iii) XTRA, Inc. executes and delivers to
the Trustee an order to the effect that the Notes represented by such Global
Note shall be transferable and exchangeable, or (iv) there shall exist such
circumstances in addition to, or in lieu of, the foregoing as may be described
in an applicable Pricing Supplement. Any Global Note that is exchangeable
pursuant to the preceding sentence shall be exchangeable in whole for
Certificated Notes, of like tenor and of an equal aggregate principal amount, in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
Such Certificated Notes shall be registered in the name or names of such person
or persons as the Depository shall instruct the Trustee. It is expected that
such instructions may be based upon directions received by the Depository from
its participants with respect to ownership of beneficial interests in such
Global Note.
Except as provided above, owners of beneficial interests in such Global
Note will not be entitled to receive physical delivery of Notes in definitive
form and will not be considered the Holders thereof for any purpose under the
Indenture, and no Global Note representing Book-Entry Notes shall be
exchangeable, except for another Global Note of like denomination and tenor to
be registered in the name of the Depository or its nominee. Accordingly, each
person owning a beneficial interest in such Global Note must rely on the
procedures of the Depository and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a Holder under the Indenture. The Indenture provides that
the Depository, as a Holder, may appoint agents and otherwise authorize
participants to give or take any request,
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<PAGE> 12
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture. XTRA, Inc. understands
that under existing industry practices, in the event that XTRA, Inc. requests
any action of Holders or an owner of a beneficial interest in such permanent
Global Note desires to give or take any action that a Holder is entitled to give
or take under the Indenture, the Depository would authorize the participants
holding the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners owning through them.
The Depository has advised XTRA, Inc. and the Agents as follows: The
Depository is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. The Depository was created to hold securities of its participants
and to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical movement
of securities certificates. The Depository's participants include securities
brokers and dealers (including the Agents), banks, trust companies, clearing
corporations, and certain other organizations, some of whom (and/or their
representatives) own the Depository. Access to the Depository's book-entry
system is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly.
S-12
<PAGE> 13
SUPPLEMENTAL PLAN OF DISTRIBUTION
Subject to the terms and conditions of the Distribution Agreement, the
Notes are offered on a continuing basis by XTRA, Inc. through Goldman, Sachs &
Co., Smith Barney Inc. and Wertheim Schroder & Co. Incorporated (the "Agents"),
who have agreed to use reasonable efforts to solicit offers to purchase the
Notes. XTRA, Inc. and the Company will have the sole right to accept offers to
purchase Notes and may reject any proposed purchase of Notes in whole or in
part. Each Agent will have the right, in its discretion reasonably exercised, to
reject any offer to purchase Notes in whole or in part. XTRA, Inc. will pay each
Agent a commission in connection with sales of Notes to purchasers solicited by
such Agent ranging from .125% to 1.000% of the principal amount of Notes so
sold, depending upon Note maturity and the credit ratings of the Notes.
XTRA, Inc. also may sell Notes to the Agents as principals for their own
accounts at a discount to be agreed upon at the time of sale or the purchasing
Agents may receive from XTRA, Inc. a commission or discount equivalent to that
set forth on the cover page hereof in the case of any such principal transaction
in which no other discount is agreed. Such Notes may be resold at prevailing
market prices or prices related thereto at the time of such resale, as
determined by the Agents. XTRA, Inc. may accept (but not solicit) offers to
purchase Notes through additional agents on substantially the same terms
(including commission rates) as the Agents have agreed to. In addition, XTRA,
Inc. may appoint additional agents to solicit sales of the Notes; provided that
any such solicitation and sale of the Notes shall be on substantially the same
terms and conditions as the Agents have agreed to. XTRA, Inc. may also sell
Notes directly to investors on its own behalf. In the case of sales made
directly by XTRA, Inc., no commission will be payable.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"). The Company, XTRA Missouri, Inc.
and XTRA, Inc. have agreed to indemnify the Agents against certain liabilities,
including liabilities under the Act, and will reimburse the Agents for certain
expenses.
Notes may also be sold to or through dealers who may resell to investors.
The Agents may pay all or part of their discount or commission to such dealers.
Such dealers may be deemed to be "underwriters" within the meaning of the Act.
Unless otherwise indicated in the applicable Pricing Supplement, payment of
the purchase price of Notes will be required to be made in immediately available
funds in the City of New York.
See "Plan of Distribution" in the Prospectus.
Goldman, Sachs & Co. and Wertheim Schroder & Co. Incorporated have provided
other investment banking and financial advisory services to the Company for
which they have received customary compensation.
The Notes are a new issue of securities with no established trading market
and will not be listed on any securities exchange and no assurance can be given
as to the existence or liquidity of a secondary market for the Notes.
Concurrently with the offering of the Notes through the Agents as described
herein, XTRA, Inc. may issue other Debt Securities.
VALIDITY OF NOTES
The validity of the Notes and the Guarantees will be passed upon for XTRA,
Inc. and the Guarantors by Ropes & Gray, Boston, Massachusetts, and for the
Agents by Sullivan & Cromwell, New York, New York. Ropes & Gray and Sullivan &
Cromwell will rely as to all matters of Maine law upon the opinion of Pierce,
Atwood, Scribner, Allen, Smith & Lancaster, Portland, Maine. The opinions of
Ropes & Gray, Sullivan & Cromwell and Pierce, Atwood, Scribner, Allen, Smith &
Lancaster will be conditioned upon, and subject to certain assumptions
regarding, future action required to be taken by XTRA, Inc., the Guarantors and
the Trustee in connection with the issuance and sale of any particular Note or
Guarantee, the specific terms of the Notes and Guarantees and other matters
which may affect the validity of the Notes or the Guarantees but which cannot be
ascertained on the date of such opinions.
S-13
<PAGE> 14
$500,000,000
XTRA CORPORATION
PREFERRED STOCK AND COMMON STOCK
XTRA, INC.
DEBT SECURITIES
GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY
XTRA CORPORATION
AND
XTRA MISSOURI, INC.
------------------------
XTRA Corporation may offer and sell from time to time, together or
separately, (i) shares of its Preferred Stock, no par value (the "Preferred
Stock"), in one or more series, and/or (ii) shares of its Common Stock, par
value $0.50 per share (the "Common Stock"), and XTRA, Inc., a wholly-owned
subsidiary of XTRA Corporation, may offer and sell from time to time its debt
securities (the "Debt Securities"), which may be either senior debt securities
("Senior Securities") or subordinated debt securities ("Subordinated
Securities"), consisting of unsecured debentures, notes and/or other evidences
of its indebtedness in one or more series at prices and on terms to be
determined at the time or times of sale. XTRA Corporation and XTRA Missouri,
Inc. (the "Guarantors") will unconditionally guarantee on a senior or
subordinated basis, as the case may be, the payment of principal of, premium, if
any, and interest on the Debt Securities (the "Guarantees"). The Debt
Securities, Preferred Stock, Common Stock and Guarantees are referred to herein
collectively as the "Securities." The aggregate initial offering price of the
Securities will not exceed $500,000,000 (or its equivalent (based on the
applicable exchange rate at the time of sale) in one or more foreign currencies,
currency units or composite currencies as shall be designated by XTRA
Corporation or XTRA, Inc. as the case may be).
For each offering of Securities for which this Prospectus is being
delivered, there will be an accompanying Prospectus Supplement (each a
"Prospectus Supplement") that sets forth (i) the specific designation, aggregate
principal amount, denominations, currency of payment, maturity, premium, if any,
interest rate, if any (which may be fixed or variable) or method of calculation
thereof, time of payment of any interest, terms for any redemption at the option
of XTRA, Inc. or the holder, terms for any sinking fund payments, subordination
provisions, if any, any listing on a national securities exchange, the form of
the Debt Securities (which may be in registered or permanent global form), the
initial public offering price and certain other terms of and in connection with
the offering and sale of the Debt Securities in respect of which this Prospectus
is being delivered; (ii) the terms of the Guarantees in respect of which this
Prospectus is being delivered; (iii) the specific series designation, number of
shares, the stated value and liquidation preference per share, initial public
offering price, dividend rate (or method of calculation), dates on which
dividends will be payable and dates from which dividends will accrue, optional
or mandatory redemption or sinking fund provisions, any conversion or exchange
rights, any listing of the Preferred Stock on a national securities exchange,
any voting rights and any other terms in connection with the offer and sale of
the Preferred Stock, if any, in respect of which this Prospectus is being
delivered; and (iv) the number of shares and initial public offering price of
the Common Stock in respect of which this Prospectus is being delivered. The
Prospectus Supplement will also contain information, as applicable, about
certain United States Federal income tax considerations relating to the
Securities in respect of which this Prospectus is being delivered. See
"Description of Debt Securities of XTRA, Inc.," "Description of Preferred Stock
of XTRA Corporation" and "Description of Common Stock of XTRA Corporation."
The Senior Securities of XTRA, Inc. will rank equally with all other
unsubordinated and unsecured indebtedness of XTRA, Inc. The Subordinated
Securities will be subordinated to all existing and future Senior Indebtedness
(as defined) of XTRA, Inc. and the Guarantees of the Subordinated Securities
will be subordinated to all existing and future Senior Guarantor Indebtedness
(as defined) of XTRA Corporation and XTRA Missouri, Inc.
XTRA Corporation's Common Stock is listed on the New York Stock Exchange
under the symbol "XTR." Any Common Stock offered will be listed, subject to
notice of issuance, on such exchange.
The Securities may be sold to or through underwriters, and also may be sold
directly by XTRA Corporation or XTRA, Inc. to other purchasers or through
agents. See "Plan of Distribution." The names of and the principal amounts to be
purchased by any underwriters or sold through any agents and the compensation of
such underwriters or agents will be set forth in an accompanying Prospectus
Supplement.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is February 28, 1995
<PAGE> 15
AVAILABLE INFORMATION
XTRA Corporation ("XTRA" or the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, such material may also be
inspected at the offices of the New York Stock Exchange, Inc. (the "NYSE"), 20
Broad Street, New York, New York 10005, upon which exchange the Company's Common
Stock is listed.
XTRA, Inc., XTRA Missouri, Inc. and the Company have filed with the
Commission a joint registration statement on Form S-3 (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-7654)
pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994;
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 10 dated July 1, 1964, including
any amendments or reports filed for the purpose of updating such
description; and
4. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
offered hereby.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents that are incorporated herein by reference other than the
exhibits to such documents (unless such exhibits are specifically incorporated
by reference into such documents). Requests for such copies should be directed
to the Company c/o its management subsidiary, X-L-CO., INC., at 60 State Street,
Boston, Massachusetts 02109, Attention: Investor Relations, telephone (617)
367-7810.
2
<PAGE> 16
THE COMPANY
The Company is engaged in transportation equipment leasing and conducts its
operations through its indirect subsidiary, XTRA, Inc. The Company's leasing
equipment is offered to private fleet owners, contract and common carriers,
railroads and steamship lines to cover cyclical, seasonal or geographic
shortages and as a substitute for purchasing equipment. The Company's two
operating subsidiaries are XTRA Lease, Inc. and XTRA Intermodal, Inc., XTRA
Lease, Inc. leases, primarily on an operating basis, over-the-road trailers as
well as older trailers for mobile storage use. XTRA Intermodal, Inc. leases,
primarily on an operating basis, intermodal trailers, chassis and domestic
containers.
Effective September 30, 1994, the Company changed its corporate structure
by establishing a new holding company, XTRA Missouri, Inc., as an intermediate
subsidiary between the Company and XTRA, Inc. XTRA Missouri, Inc. is a holding
company for the stock of XTRA, Inc. and also holds and manages the Company's
office space for XTRA Lease, Inc. and XTRA Intermodal, Inc. The Company also
changed its operating structure so that XTRA, Inc. now conducts both its
over-the-road and intermodal business through its subsidiaries XTRA Lease, Inc.
and XTRA Intermodal Inc. pursuant to fleet management agreements. Under the
fleet management agreements, which are terminable upon 30 days notice by either
party, XTRA Lease, Inc. and XTRA Intermodal, Inc. pay fees to XTRA, Inc. for the
use of equipment owned by XTRA, Inc. Accordingly, XTRA, Inc.'s primary source of
revenues will be payments under the fleet management agreements, leasing
revenues from transportation equipment leased directly by it, as well as
dividends and advances from its subsidiaries. At September 30, 1994, 41% of
XTRA, Inc.'s consolidated assets were accounted for by its subsidiaries. For
fiscal 1995, approximately 94% of XTRA, Inc.'s consolidated revenues are
expected to be accounted for by its subsidiaries.
The Company was organized in 1957 as a Massachusetts corporation. In 1976
it transferred substantially all of its operating assets to XTRA, Inc., a newly
organized Maine corporation, and the Company was organized as a holding company
under the laws of the State of Delaware. The Company's management subsidiary,
X-L-CO., Inc., is located at 60 State Street, Boston, Massachusetts 02109, and
its telephone number is (617) 367-5000.
USE OF PROCEEDS
Except as otherwise described in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Securities being
offered hereby for general corporate purposes. Such purposes may include, among
others, financing capital expenditures, repayment of outstanding short-term
borrowings and long-term debt, repurchasing shares of its Common Stock through
open-market purchases or otherwise and financing acquisitions in transportation
equipment or other equipment leasing product lines. Pending such use, the net
proceeds of any offering of the Securities offered hereby may be invested
temporarily in short-term marketable securities.
3
<PAGE> 17
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND
CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following tables set forth the historical ratios of earnings to fixed
charges of the Company and its consolidated subsidiaries, of XTRA Missouri, Inc.
and its consolidated subsidiaries, and of XTRA, Inc. and its consolidated
subsidiaries and the historical ratio of earnings to combined fixed charges and
preferred stock dividends of the Company and its consolidated subsidiaries for
the years indicated. For purposes of computing the consolidated ratios of
earnings to fixed charges and consolidated ratio of earnings to combined fixed
charges and preferred stock dividends, "earnings" represent income (loss) from
continuing operations before taxes and extraordinary items plus fixed charges.
"Fixed charges" for continuing operations consist of interest on indebtedness
(including capitalized interest) and the portion of rental expense that
represents interest.
<TABLE>
XTRA CORPORATION
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEAR ENDED SEPTEMBER 30, DECEMBER 31,
----------------------------------------- --------------
1990 1991 1992 1993 1994 1993 1994
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges... 0.7X 1.8X 2.7X 2.6X 3.7X 3.7X 4.9X
Ratio of Earnings to Combined
Fixed Charges and Preferred
Stock Dividends.................... 0.6X 1.5X 2.1X 2.2X --* --* --*
<FN>
- ---------------
* No shares of the Company's Preferred Stock are currently outstanding or were
outstanding during the period in question.
</TABLE>
<TABLE>
XTRA, INC.
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEAR ENDED SEPTEMBER 30, DECEMBER 31,
----------------------------------------- --------------
1990 1991 1992 1993 1994 1993 1994
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges... 0.7X 1.8X 2.7X 2.6X 3.7X 3.7X 4.9X
</TABLE>
<TABLE>
XTRA MISSOURI, INC.
<CAPTION>
THREE MONTHS
ENDED
FISCAL YEAR ENDED SEPTEMBER 30, DECEMBER 31,
----------------------------------------- --------------
1990 1991 1992 1993 1994 1993 1994
----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges... -- -- -- -- 3.7X -- 4.9X
</TABLE>
The Company and XTRA, Inc. each reported a pretax loss for the fiscal year
ended September 30, 1990. For such period each of the Company and XTRA, Inc.
would have needed to generate additional income from continuing operations,
before provision for income taxes, of $12 million to cover its fixed charges of
$45 million and the Company would have needed to generate additional income from
continuing operations, before provision for income taxes, of $19 million to
cover its combined fixed charges and preferred stock dividends of $52 million.
4
<PAGE> 18
DESCRIPTION OF DEBT SECURITIES OF XTRA, INC.
The following description sets forth certain general terms and provisions
of the Debt Securities of XTRA, Inc. to which any Prospectus Supplement may
relate. The particular terms of the Debt Securities offered by any Prospectus
Supplement and the extent, if any, to which such general provisions may apply to
the Debt Securities so offered will be described in the Prospectus Supplement
relating to such Debt Securities.
The Debt Securities constitute either Senior Securities or Subordinated
Securities. The Senior Securities and related Guarantees are to be issued under
an Indenture dated as of August 15, 1994 (the "Original Senior Indenture"),
among XTRA, Inc., the Company, as Guarantor, and The First National Bank of
Boston, as Trustee (the "Senior Trustee"), as supplemented by the First
Supplemental Indenture dated as of September 30, 1994 among XTRA, Inc., the
Company, as Guarantor, XTRA Missouri, Inc., as Guarantor, and the Senior Trustee
(together with the Original Indenture, the "Senior Indenture"), which Senior
Indenture is filed as an exhibit to the Registration Statement. The Subordinated
Securities and related Guarantees will be issued under an Indenture (the
"Subordinated Indenture") to be entered into among XTRA, Inc., the Company, as
Guarantor, XTRA Missouri, Inc., as Guarantor and a trustee to be designated
prior to the issuance of any such Subordinated Securities, the form of which
Subordinated Indenture is also filed as an exhibit to the Registration
Statement. Information regarding the trustee (the "Subordinated Trustee") under
the Subordinated Indenture will be included in any Prospectus Supplement
relating to such Subordinated Securities. The Senior Indenture and the
Subordinated Indenture are sometimes collectively referred to herein as the
"Indentures;" the Senior Trustee and the Subordinated Trustee are sometimes
collectively referred to herein as the "Trustees" and individually as a
"Trustee." The following summary of certain provisions of the Indentures does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, all the provisions of the Indentures, including the definitions
therein of certain terms. Wherever particular provisions of defined terms of the
Indentures are referred to, such provisions or defined terms are incorporated
herein by reference. Certain defined terms in the Indentures are capitalized
herein. References in parentheses are to the Indentures.
GENERAL
The Indentures provide that unsecured Debt Securities of XTRA, Inc., not
limited in aggregate principal amount, may be issued in one or more series
thereunder. (Section 3.1) The Senior Securities will be unsecured obligations of
XTRA, Inc. and will rank on a parity with all other unsecured and unsubordinated
indebtedness of XTRA, Inc. Unless otherwise indicated in the applicable
Prospectus Supplement, the Subordinated Securities will be unsecured and
subordinated in right of payment to all existing and future Senior Indebtedness
of XTRA, Inc., in the manner and to the extent described below under
"Subordination of Subordinated Securities." XTRA, Inc.'s sources of payment of
the Debt Securities are payments under fleet management agreements with certain
of its subsidiaries, leasing revenues from transportation equipment leased
directly by it and advances and dividends from its subsidiaries. In any
liquidation, foreclosure or other similar proceeding, creditors of the
subsidiaries of XTRA, Inc. will be entitled to payment of obligations owed to
them before any assets are distributed to XTRA, Inc. See "The Company."
The Debt Securities will be unconditionally guaranteed by the Guarantors as
to payment of principal, premium, if any, and interest, except that the
Subordinated Securities will be guaranteed on a subordinated basis. (Section
2.2) See "Guarantees."
Reference is made to the Prospectus Supplement relating to the particular
series of Debt Securities offered thereby for the following terms thereof, among
others: (1) the title of such Debt Securities; (2) any limit upon the aggregate
principal amount of such Debt Securities; (3) the person to whom any interest on
such Debt Securities shall be payable if other than the registered holder; (4)
the date or dates on which such Debt Securities will mature; (5) the rate or
rates at which such Debt Securities shall bear interest, if any, or the method
by which such rate or rates shall be determined; (6) the date or dates from
which any such interest shall accrue, and the Interest Payment Dates on which
payment of any such interest will be payable and the Regular Record Dates for
such Interest Payment Dates (or method for establishing any such date or dates);
(7) the place or places where the principal of, premium, if any, and any
interest on such Debt
5
<PAGE> 19
Securities shall be payable; (8) the period or periods within which, the price
or prices at which, and the terms and conditions upon which such Debt Securities
may be redeemed, in whole or in part, at the option of XTRA, Inc.; (9) the
obligation, if any, of XTRA, Inc. to redeem, repay or purchase such Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of a Holder thereof and the period or periods within which, the price or prices
at which, and the terms and conditions upon which such Debt Securities shall be
redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
(10) the denominations in which any debt securities will be issuable, if other
than denominations of $1,000 and any integral multiple thereof; (11) if other
than U.S. dollars, the currency, currencies or currency unit or units in which
principal of, premium, if any, and interest on such Debt Securities shall be
payable and the manner of determining the equivalent thereof in the currency of
the United States for any purpose; (12) if the principal of or any premium or
interest on such Debt Securities is to be payable, at the election of XTRA, Inc.
or a Holder thereof, in one or more currencies or currency units other than that
or those in which such Debt Securities are stated to be payable, the currency,
currencies or currency units in which payment of the principal of and any
premium and interest on Debt Securities of such series as to which such election
is made shall be payable, and the period or periods within which and the terms
and conditions upon which such election is to be made; (13) the index or
formulas, if any, with reference to which the amount of any payment of principal
of, premium, if any, or interest on the Debt Securities will be determined; (14)
the portion of the principal amount of such Debt Securities which will be
payable upon declaration of acceleration of the Maturity thereof, if other than
the stated principal amount thereof; (15) if the principal amount payable at the
Stated Maturity of any of the Debt Securities will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which will be deemed
to be such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any Maturity other
than the Stated Maturity or which will be deemed to be Outstanding as of any
such date (or, in any such case, the manner in which such deemed principal
amount is to be determined); (16) the applicability of any provisions described
under "Certain Covenants of XTRA, Inc. and the Guarantors" and any additional
restrictive covenants included for the benefit of Holders of such Debt
Securities; (17) any additional Events of Default with respect to such Debt
Securities; (18) whether such Debt Securities shall be issued, in whole or in
part, in permanent global form (each a "Global Security") and, in such case, the
Depositary for such Global Security or Securities; (19) in the case of an issue
of Subordinated Securities, the subordination provisions, if different from
those described under "Subordination of Subordinated Securities" and
"Guarantees" below; (20) the applicability of any provisions described below
under "-- Defeasance," and (21) any other terms of such Debt Securities not
inconsistent with the provisions of the Indentures. (Sections 3.1 and 9.1)
Principal, premium, if any, and interest will be payable, and such Debt
Securities will be transferable, in the manner described in the Prospectus
Supplement relating to such Debt Securities. The maturities and interest rates
of certain Debt Securities sold through underwriters or agents may be fixed by
XTRA, Inc. from time to time, in which case no specific maturities or rates, but
rather permissible ranges of such maturities and rates will be set forth in the
Prospectus Supplement relating thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be exchangeable and transfers thereof will be
registrable at the offices or agencies of XTRA, Inc. maintained for such
purpose, initially in the case of the Senior Securities at the Corporate Trust
Office of the Senior Trustee in Canton, Massachusetts. In New York City, Senior
Securities may be presented for transfer or exchange at the office of BancBoston
Trust Company of NY. Principal of and premium, if any, and interest on the
Senior Securities will be payable at the office or agency in Canton,
Massachusetts of The First National Bank of Boston, as Paying Agent, provided
that, at the option of XTRA, Inc., payment of interest may be made by check
mailed to the address of the Person entitled thereto as it appears in the
Security Register. (Sections 3.1, 3.5 and 10.2) The offices or agencies of XTRA,
Inc. at which exchanges and transfers of Subordinated Securities will be
registrable and the office or agency of any Paying Agent with respect to the
Subordinated Securities will be identified in the Prospectus Supplement relating
thereto.
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Debt Securities will be issued only in registered form, without coupons, in
denominations of $1,000 or any integral multiple thereof. (Section 3.2) No
service charge will be made for any transfer or exchange of the Debt Securities,
but XTRA,
6
<PAGE> 20
Inc. may require payment of a sum sufficient to cover any tax or other
governmental charge in connection therewith. (Section 3.5) The Indentures also
provide that the Debt Securities of any series, if so specified with respect to
a particular series, may be issued in permanent global form. See "Global
Securities."
Debt Securities may be issued at a discount from their stated principal
amount. United States Federal income tax considerations and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the applicable Prospectus Supplement. "Original Issue Discount
Security" means any security which provides for an amount less than the stated
principal amount thereof to be due and payable upon the declaration of
acceleration of the maturity thereof upon the occurrence and continuance of an
Event of Default. (Section 1.1)
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of and any premium and interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the applicable Prospectus Supplement. If any index is used to determine the
amount of payments of principal of, premium, if any, or interest on any series
of Debt Securities, special Federal income tax, accounting and other
considerations applicable thereto will be described in the applicable Prospectus
Supplement.
Other than as set forth under "Certain Covenants of XTRA, Inc. and the
Guarantors," and only to the extent applicable to the Debt Securities of a
particular series, as indicated in the applicable Prospectus Supplement, there
are no provisions of the Indentures that afford Holders of the Debt Securities
protection in the event of a highly leveraged transaction involving XTRA, Inc.
or the Guarantors.
SUBORDINATION OF SUBORDINATED SECURITIES
The indebtedness evidenced by the Subordinated Securities will be
subordinated and junior in right of payment to the extent set forth in the
Subordinated Indenture to the prior payment in full of amounts then due on all
Senior Indebtedness (as defined below). No payment shall be made on the
Subordinated Securities, including by way of redemption, purchase, or in any
other manner, if the Subordinated Trustee shall have received notice from XTRA,
Inc., the Guarantors or any Senior Lender (as defined below), that (i) there
exists a default which shall be continuing in the payment of principal of, or
premium, if any, or interest on any Senior Indebtedness, beyond any applicable
grace period with respect thereto, or (ii) there exists a default (other than a
default specified in clause (i) above) with respect to any Senior Indebtedness
which shall be continuing; provided, however, that no notice given with respect
to one or more defaults of the type specified in clause (ii) shall suspend for
longer than 180 days from the date of such notice any payment on Subordinated
Securities that has become due, and only one such notice may be given during any
360-day period.
Upon any distribution of assets of XTRA, Inc. upon any liquidation,
dissolution or other winding-up of XTRA, Inc. whether voluntary or involuntary,
or in bankruptcy or insolvency, all principal of, premium, if any, and interest
due upon all Senior Indebtedness must be paid in full before the Holders of the
Subordinated Securities or the Subordinated Trustee are entitled to receive or
retain any assets so distributed in respect of the Subordinated Securities. By
reason of this provision, in the event of insolvency, Holders of the
Subordinated Securities may recover less, ratably, than other creditors of XTRA,
Inc., including holders of Senior Indebtedness.
Subject to payment in full of all Senior Indebtedness of XTRA, Inc., the
rights of Holders of the Subordinated Securities will be subrogated to the
rights of holders of Senior Indebtedness to receive payments or distributions of
cash, property or securities of XTRA, Inc. applicable to Senior Indebtedness.
"Senior Indebtedness" means the principal of, premium, if any, and interest
on (a) all indebtedness of XTRA, Inc. (including indebtedness of others
guaranteed by XTRA, Inc.), other than the Subordinated Securities, which is (i)
for money borrowed or (ii) evidenced by a note or similar instrument given in
connection with the acquisition of any business, properties or assets of any
kind or in connection with the obtaining of financing, and (b) amendments,
renewals, extensions, modifications and refundings of any such
7
<PAGE> 21
indebtedness or obligation, in any such case whether outstanding on the date of
the Subordinated Indenture or thereafter created, incurred or assumed, unless in
any case in the instrument creating or evidencing any such indebtedness or
obligation or pursuant to which the same is outstanding it is provided that such
indebtedness or obligation is not superior in right of payment to the
Subordinated Securities or it is provided that such indebtedness or obligation
is subordinated to Senior Indebtedness to substantially the same extent as the
Subordinated Securities are subordinated to Senior Indebtedness. The term
"Senior Lender" shall mean any holder of Senior Indebtedness or Senior Guarantor
Indebtedness (as defined below under "Guarantees").
The Subordinated Indenture places no limitation on the amount of additional
Senior Indebtedness or Senior Guarantor Indebtedness that may be incurred by
XTRA, Inc., XTRA Missouri, Inc. or the Company. XTRA, Inc., XTRA Missouri, Inc.
and the Company expect from time to time to incur additional indebtedness
constituting Senior Indebtedness and Senior Guarantor Indebtedness. As of
December 31, 1994, the amount of Senior Indebtedness was approximately $391
million plus accrued interest and the amount of Senior Guarantor Indebtedness
was approximately $391 million plus accrued interest.
GUARANTEES
Each of the Company and XTRA Missouri, Inc. will unconditionally guarantee
the due and punctual payment of principal of, premium, if any, and interest on
the Debt Securities, when and as the same shall become due and payable, whether
at the maturity date, by declaration of acceleration, call for redemption or
otherwise, except that payments under the Guarantees of the Subordinated
Securities will be subordinated to Senior Guarantor Indebtedness to the extent
described below. The term "Senior Guarantor Indebtedness" means all obligations
of the Company or XTRA Missouri, Inc. under guarantees of Senior Indebtedness of
XTRA, Inc. No payment will be made by either Guarantor under the Guarantees in
respect of the Subordinated Securities during any period that payments by XTRA,
Inc. on the Subordinated Securities are suspended by the subordination
provisions of the Subordinated Indenture as described above under "Subordination
of Subordinated Securities." The Guarantees will remain in effect until the
entire principal of, premium, if any, and interest on the Debt Securities shall
have been paid in full or otherwise discharged in accordance with the provisions
of the Indentures. (Section 2.2)
Upon any distribution of assets of the Company or XTRA Missouri, Inc. upon
any liquidation, dissolution or other winding up of the Company or XTRA
Missouri, Inc., whether voluntary or involuntary, or in bankruptcy or
insolvency, all amounts due in respect of all Senior Guarantor Indebtedness must
be paid in full before the Holders of the Guarantees of the Subordinated
Securities, or the Subordinated Trustee, are entitled to receive or retain any
assets so distributed in respect of the Guarantees of the Subordinated
Securities. By reason of this provision, in the event of insolvency, Holders of
the Subordinated Securities and the related Guarantees may recover less,
ratably, than other creditors of the Company or XTRA Missouri, Inc., including
holders of Senior Guarantor Indebtedness.
Subject to payment in full of all Senior Guarantor Indebtedness, the rights
of the Holders of the Subordinated Securities under the related Guarantees will
be subrogated to the rights of Holders of Senior Guarantor Indebtedness to
receive payments or distributions of cash, property or securities of the Company
or XTRA Missouri, Inc. applicable to Senior Guarantor Indebtedness.
The Company's sources of funds for payment of its obligations, including
its obligations under the Guarantees of the Debt Securities, are advances and
dividends from its subsidiary, XTRA Missouri, Inc. XTRA Missouri, Inc.'s sources
of funds for payment of its obligations, including its obligations under the
Guarantee of the Debt Securities, are advances and dividends from its
subsidiary, XTRA, Inc. See "Description of Common Stock of XTRA Corporation --
Holding Company Status."
GLOBAL SECURITIES
Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable Prospectus Supplement, will be deposited
with such Depositary or nominee or a
8
<PAGE> 22
custodian therefor and will bear a legend regarding the restrictions on
exchanges and registration of transfer thereof referred to below and any such
other matters as may be provided for pursuant to the Indenture.
No Global Security may be exchanged in whole or in part for Debt Securities
registered, and no transfer of a Global Security in whole or in part may be
registered, in the names of Persons other than the Depositary for such Global
Security or its nominee unless (i) such Depositary notifies XTRA, Inc. that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, (ii) there shall have occurred and be continuing an Event of
Default with respect to the Debt Securities, (iii) XTRA, Inc. executes and
delivers to the Trustee an order to the effect that the Global Securities shall
be transferable and exchangeable, or (iv) there shall exist such circumstances
in addition to, or in lieu of, the foregoing as may be described in the
applicable Prospectus Supplement. (Sections 3.1. and 3.5) Principal of, premium,
if any, and interest on a Global Security will be payable in the manner
described in the Prospectus Supplement relating thereto. The specific terms of
the depositary arrangements with respect to any portion of a series of Debt
Securities to be represented by a Global Security will be described in the
applicable Prospectus Supplement.
CERTAIN COVENANTS OF XTRA, INC. AND THE GUARANTORS
LIMITATION ON LIENS OF THE COMPANY AND XTRA MISSOURI, INC.
Neither the Company nor XTRA Missouri, Inc. will create or permit to exist
any mortgage, pledge, deed of trust or security interest on any of the capital
stock, or Indebtedness convertible into capital stock, of any of its
Subsidiaries. (Section 10.7)
LIMITATION ON LIENS OF XTRA, INC.
XTRA, Inc. will not create or permit to exist any mortgage, pledge, deed of
trust, financing lease or security interest ("Liens") on any of its property
whether now owned or hereafter acquired other than:
(i) Liens on Transportation Equipment securing Acquired Equipment
Indebtedness;
(ii) Liens on Transportation Equipment securing Purchase Money
Equipment Indebtedness, but only on the Transportation Equipment in respect
to the purchase of which such Purchase Money Equipment Indebtedness shall
have been incurred;
(iii) Liens on real property;
(iv) Liens incurred or deposits made in the ordinary course of
business (1) in connection with workers' compensation, unemployment
insurance, social security and other like laws, or (2) to secure the
performance of letters of credit, bids, tenders, sales contracts, leases,
statutory obligations, surety, appeal and performance bonds and other
similar obligations not incurred in connection with Indebtedness or (3) in
connection with the opening of commercial letters of credit naming XTRA,
Inc. as an account party;
(v) Liens on Transportation Equipment securing Lease Obligations;
provided, however, that no such Lease Obligations shall arise out of the
Sale and Leaseback of Transportation Equipment unless the Sale and
Leaseback in question is entered into prior to, at the time of or within
180 days of the acquisition of the Transportation Equipment being sold and
leased back; and provided, further, that the leasing of Transportation
Equipment which has been remanufactured so that it is the substantial
equivalent of new equipment shall be considered the leasing of new
equipment and not of the used equipment which was remanufactured and
subsequently sold and leased back; and
(vi) Liens to secure Indebtedness and other obligations (excluding
Subordinated Indebtedness) which are not referred to as permitted Liens in
paragraphs (i), (ii), (iii), (iv) and (v) above; provided, however, that
the aggregate principal amount of Indebtedness and other obligations
secured thereby at any one time outstanding shall not exceed 10% of the
Consolidated Net Worth of XTRA, Inc.;
9
<PAGE> 23
unless prior to or simultaneously with the inception of any such Lien which is
not referred to as a permitted Lien in paragraph (i), (ii), (iii), (iv), (v) or
(vi) above, XTRA, Inc. shall have executed and delivered to a Security Trustee
(as hereinafter defined), a security agreement or security agreements and such
other documents as the Security Trustee may reasonably request, each in form and
substance satisfactory to the applicable Trustee, granting to the Security
Trustee a security interest in such property subject to such Lien, such security
interest to be for the equal and ratable benefit of the Holders and such other
holder or holders of Indebtedness with which XTRA, Inc. has agreed to permit
such holders to share in such Lien. Such security agreement or security
agreements may provide, at the option of XTRA, Inc., that the security interest
granted to the Security Trustee thereby shall terminate upon the termination of
all other Liens for the benefit of such other holder or holders of Indebtedness.
The Security Trustee shall be such Person as may be selected by XTRA, Inc. or
any holder of Indebtedness to whom XTRA, Inc. has specifically granted the right
to select such Security Trustee and who shall be entitled to act without
qualification or who, if required, shall qualify to act as such under the Trust
Indenture Act of 1939. (Section 10.8)
CERTAIN DEFINITIONS USED IN THE INDENTURES
"Acquired Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (including all Lease Obligations) of the Person in question if such
Indebtedness (a) is Secured Equipment Indebtedness and (b) was incurred by
another Person prior to the time the Person in question acquired the
Transportation Equipment or Transportation Equipment leases securing such
Secured Equipment Indebtedness from such other Person or prior to the time the
Person in question acquired such other Person and shall include all extensions,
renewals and refinancings of such Indebtedness not in excess of the principal
amount thereof outstanding immediately prior to such extension, renewal or
refinancing.
"Consolidated Net Worth" of a Person is defined to mean, at any date as of
which the amount thereof shall be determined, the sum of the following amounts
which would be set forth on a Consolidated balance sheet of the Person in
question and its Subsidiaries at such date, determined in each case on a
Consolidated basis in accordance with generally accepted accounting principles:
(a) the par value (or values stated on the books of such Person) of the capital
stock of all classes of such Person other than capital stock held in the
treasury of such Person, plus (b) the amount of the Consolidated surplus,
whether capital or earned, of such Person and its Subsidiaries, plus (c)
Subordinated Indebtedness of such Person, plus (d) 50% of the deferred income
tax liability of such Person and its Subsidiaries, less (e) the amount which
would be carried in the asset side of such balance sheet of such Person and its
Subsidiaries in respect of goodwill, trade names, trademarks, patents,
unamortized debt issuance expenses and other intangibles, less (f) any increase
in the value of a fixed asset arising from a revaluation thereof after September
30, 1993.
"Indebtedness" is defined to mean (a) the principal of all indebtedness (i)
for borrowed money or (ii) for the deferred purchase price of property unless
the price thereof was payable in full within 12 months from the date on which
the obligation was created or (iii) evidenced by notes, bonds or other
instruments, (b) all Lease Obligations and (c) all guarantees and other
contingent obligations in respect of the principal of Indebtedness of others;
provided, however, that Indebtedness shall not include Subordinated
Indebtedness.
"Lease Obligation" of a Person is defined to mean all rental obligations
under leases of property (other than electronic data processing and computer
equipment and leases of office space by such Person or its Subsidiaries) either
(a) which are Capitalized Leases, or (b) if not Capitalized Leases, which are
leases of equipment which had an initial term of more than three years
(including any renewal terms at the option of the lessor). The amount of Lease
Obligations shall be equal to the aggregate value of rentals payable (other than
rentals consisting of taxes, indemnities, maintenance items, replacements and
other similar charges which are in addition to the basic financial rent for the
use of the property) by the lessee thereof during the remaining term thereof,
including periods of renewal at the option of the lessor, discounted to present
value using the lessee's "incremental borrowing rate at the inception of the
lease" in accordance with Financial Accounting Standard No. 13 of the Financial
Accounting Standards Board from time to time in effect.
"Purchase Money Equipment Indebtedness" of a Person is defined to mean all
Indebtedness (excluding all Lease Obligations) of such Person which is Secured
Equipment Indebtedness incurred to finance the
10
<PAGE> 24
purchase of Transportation Equipment if such Indebtedness (a) shall have been
incurred within 180 days of the acquisition of such Transportation Equipment by
the Person whose Purchase Money Equipment Indebtedness is being determined and
(b) does not exceed in principal amount the initial cost of such Transportation
Equipment and shall include all extensions, renewals and refinancings of such
Indebtedness not in excess of the principal amount thereof outstanding
immediately prior to such extension, renewal or refinancing. The initial cost of
Transportation Equipment may include, in addition to the purchase price thereof
and the purchase price of all accessories and equipment installed thereon, all
freight, delivery and handling charges, excise, sales and use taxes and all
other amounts which may be capitalized and included in the cost of the equipment
under generally accepted accounting principles.
"Sale and Leaseback", with respect to a Person, means any transaction with
a bank, company, lender or investor providing for the leasing by such Person of
any property which has been or is to be sold or transferred by such Person to
such bank, company, lender or investor, or to any Person to whom funds have been
or are to be advanced by such bank, company, lender or investor on the security
of such property. (Section 10.7)
"Secured Equipment Indebtedness" is defined to mean with respect to a
Person all Indebtedness which is secured by any security interest, mortgage,
charge, pledge, deed of trust, or other similar lien on Transportation Equipment
or on leases of any such Transportation Equipment by the owner thereof and
includes all Lease Obligations. Transportation Equipment which is subject to a
lease or contract which is included as a Lease Obligation is deemed to secure
the Indebtedness evidenced thereby.
"Subordinated Indebtedness" is defined to mean Indebtedness of the Company,
XTRA Missouri, Inc. or XTRA, Inc. which is expressly subordinated and subject in
right of payment to the prior payment, in bankruptcy or in the event of a
payment default on the Debt Securities or the Guarantees, in full in money or
money's worth in accordance with their terms, of all principal of, premium, if
any, and interest on the Debt Securities or the Guarantees, as applicable. The
Subordinated Securities will constitute Subordinated Indebtedness.
"Subsidiary" of the Company, XTRA Missouri, Inc. or XTRA, Inc. is defined
to mean a corporation more than 50% of the Voting Stock of which is owned,
directly or indirectly, by the Company, XTRA Missouri, Inc., XTRA, Inc. and/or
one or more Subsidiaries of the Company, XTRA Missouri, Inc. or XTRA, Inc.
"Transportation Equipment" is defined to mean containers, trucks, tractors,
trailers, chassis, cranes, portable ramps, lifting equipment, railroad
locomotives, railroad rolling stock, modular office units, mobile office and
storage trailers and all other transportation equipment, and includes all
accessories and attachments thereto. (Section 1.1)
EVENTS OF DEFAULT
The following are Events of Default under the Indentures with respect to
Debt Securities of any series: (a) failure to pay any interest on any Debt
Security of that series when due, continued for 30 days, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (b) failure to pay
principal of any Debt Security of that series when due, in the case of the
Subordinated Securities, whether or not such payment is prohibited by the
subordination provisions of the Subordinated Indenture; (c) default in the
deposit of any sinking fund payment, when due by the terms of the Debt
Securities of that series, in the case of the Subordinated Securities, whether
or not such payment is prohibited by the subordination provisions of the
Subordinated Indenture; (d) failure to perform any other covenant or breach of a
warranty of XTRA, Inc., XTRA Missouri, Inc. or the Company in the applicable
Indenture (other than a covenant expressly included in such Indenture solely for
the benefit of a series of Debt Securities other than that series), continued
for 60 days after written notice as provided in the respective Indentures; (e)
default by the Company, XTRA Missouri, Inc. or XTRA, Inc. with respect to
payment of other Indebtedness at its stated maturity or such as would permit the
holder thereof to accelerate the stated maturity of such Indebtedness, in each
case, in a principal amount of $10,000,000 or more if such Indebtedness is not
discharged or such acceleration is not rescinded or annulled within 10 days
after written notice as provided in the Indentures; (f) certain events in
bankruptcy, insolvency or reorganization of the
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Company, XTRA Missouri, Inc. or XTRA, Inc.; and (g) any other Event of Default
provided with respect to Debt Securities of that series. (Section 5.1) If an
Event of Default with respect to Debt Securities of any series at the time
outstanding shall occur and be continuing, either the applicable Trustee or the
Holders of at least 25% in principal amount of the Debt Securities of that
series may declare the principal amount of all Debt Securities of that series
(or if any Debt Securities of such series are Original Issue Discount
Securities, such portion of the principal amount of such Debt Securities as may
be specified by the terms thereof) to be due and payable immediately. However,
at any time after a declaration of acceleration with respect to Debt Securities
of any series has been made, but before a judgment or decree based on such
acceleration has been obtained, the Holders of a majority in principal amount of
the Debt Securities of that series may, under certain circumstances, rescind and
annul such acceleration. (Section 5.2) For information as to waiver of default,
see "Modification and Waiver."
The Indentures provide that, subject to the duty of the respective Trustees
thereunder during default to act with the required standard of care, such
Trustee will be under no obligation to exercise any of its rights or powers
under the respective Indentures at the request or direction of any of the
Holders of the Debt Securities unless they shall have offered to such Trustee
reasonable indemnity. (Section 6.3) Subject to such provisions for
indemnification of the Trustees, the Holders of a majority in principal amount
of the Debt Securities of any series affected will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the applicable Trustee, or exercising any trust or power conferred on such
Trustee, with respect to the Debt Securities of such series. (Section 5.12)
No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the applicable Trustee written notice of a
continuing Event of Default with respect to the Debt Securities of that series,
(ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series have made written request, and such
Holder or Holders have offered reasonable indemnity, to such Trustee to
institute such proceeding as trustee, and (iii) such Trustee has failed to
institute such proceeding, and has not received from the Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of that series
a direction inconsistent with such request, within 60 days after such notice,
request and offer. (Section 5.7) However, such limitations do not apply to a
suit instituted by a Holder of a Debt Security for the enforcement of payment of
the principal of or any premium or interest on such Debt Security on or after
the applicable due date specified in such Debt Security. (Section 5.8)
The Guarantors and XTRA, Inc. will each be required to furnish to the
Trustees annually a statement as to whether there is a default in the
performance or observance of certain covenants. (Section 10.9)
DEFEASANCE
Defeasance and Discharge. If so indicated in the applicable Prospectus
Supplement with respect to the Debt Securities of a series, the Guarantors and
XTRA, Inc., at their option, (i) will be discharged from any and all obligations
in respect of the Debt Securities (and Guarantees) of such series (except for
certain obligations to register the transfer or exchange of Debt Securities of
such series, to replace stolen, lost or mutilated Debt Securities of such
series, to maintain paying agencies and to hold monies for payment in trust), or
(ii) will be released from their obligations to comply with the covenants that
are specified under "Certain Covenants of XTRA, Inc., and the Guarantors" above
and other covenants and obligations specified in Section 13.3 of the applicable
Indenture with respect to the Debt Securities of such series, and the occurrence
of an event described in clause (d) under "Events of Default" above with respect
to any defeased covenant and clauses (e) and (g) of the "Events of Default"
above shall no longer be an Event of Default if, in either case, the Company,
XTRA Missouri, Inc. and/or XTRA, Inc. deposits with the applicable Trustee, in
trust, money and/or U.S. Government Obligations that, through the payment of
interest and principal in respect thereof in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each
instalment of interest on the Debt Securities of such series, on the stated
maturity of such payments in accordance with the terms of the applicable
Indenture and the Debt Securities of such series. Money and/or U.S. Government
Obligations so held in trust will not be subject to the subordination
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provisions described under "Subordination of Subordinated Securities." (Sections
13.2 and 13.3) Such a trust may be established only if, among other things, (i)
no Event of Default or event which with the giving of notice of lapse of time,
or both, would become an Event of Default under the applicable Indenture shall
have occurred and be continuing on the date of such deposit, (ii) no Event of
Default described under clause (f) under "Events of Default" above or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default described under such clause (f) shall have occurred and be continuing
at any time during the period ending on or prior to the 90th day following such
date of deposit, and (iii) XTRA, Inc. delivers to the applicable Trustee an
opinion of counsel to the effect that the Holders of the Debt Securities of such
series will not recognize gain or loss for federal income tax purposes as a
result of such deposit, defeasance and discharge and will be subject to federal
income tax on the same amount and in the same manner and at the same times, as
would have been the case if such deposit, defeasance and discharge had not
occurred. (Section 13.4)
In the event the Guarantors and XTRA, Inc. exercise their options to omit
compliance with certain covenants and Events of Default of the applicable
Indenture with respect to the Debt Securities of a series as described under
clause (ii) above and the Debt Securities of such series are declared due and
payable because of the occurrence of any undefeased Event of Default, the amount
of money and U.S. Government Obligations on deposit with the applicable Trustee
may not be sufficient to pay amounts due on the Debt Securities of such series
at the time of the acceleration resulting from such Event of Default. In such a
case, the Guarantors would remain liable for such payments.
MODIFICATION AND WAIVER
Modifications and amendments of the respective Indentures may be made by
the Guarantors, XTRA, Inc. and the Trustee with the consent of the Holders of a
majority in principal amount of the Outstanding Debt Securities of each series
which are affected thereby and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby; provided, however,
that no such modification or amendment may, without the consent of each Holder
of such Debt Security affected thereby: (a) change the stated maturity of the
principal of, or any instalment of principal of or interest on, any such Debt
Security; (b) reduce the principal amount of or interest on any such Debt
Securities; (c) change the place or currency of payment of principal of or
interest on any such Debt Security; (d) impair the right to institute suit for
the enforcement of any payment on or with respect to any such Debt Security; (e)
reduce the amount payable upon acceleration of the Maturity of a Debt Security;
(f) in the case of the Subordinated Securities, modify the subordination
provisions in a manner adverse to the Holders of the Subordinated Securities and
the related Guarantees; (g) reduce the above stated percentage of Holders of
Debt Securities which is required for modification or amendment of the
applicable Indenture or for waiver of compliance with certain provisions of the
applicable Indenture or for waiver of certain defaults; or (h) change in any
adverse way the terms of the Guarantees with respect to the payment of the
principal of, premium, if any, and interest on the Debt Securities. (Section
9.2)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series and 66 2/3% in aggregate principal amount of the
Outstanding Debt Securities of all series affected thereby may on behalf of the
Holders of all Debt Securities of the series waive, insofar as the Debt
Securities of that series are concerned, compliance by the Guarantors and XTRA,
Inc. with certain restrictive provisions of the applicable Indenture. (Section
10.9) The Holders of a majority in principal amount of the Outstanding Debt
Securities of a series may on behalf of the Holders of all Debt Securities of
that series waive any past default under the applicable Indenture with respect
to that series of Debt Securities, except a default in the payment of the
principal of, premium, if any, or interest on any Debt Security of the series or
in respect of any provision which under the applicable Indenture cannot be
modified or amended without the consent of the Holder of each Debt Security of
that series affected. (Section 5.13)
The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under the
applicable Indenture as of any date, (i) the principal amount of an Original
Issue Discount Security that will be deemed to be Outstanding will be the amount
of the principal thereof that would be due and payable as
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of such date upon acceleration of the Maturity thereof to such date, (ii) if, as
of such date, the principal amount payable at the Stated Maturity of a Debt
Security is not determinable (for example, because it is based on an index), the
principal amount of such Debt Security deemed to be Outstanding as of such date
will be an amount determined in the manner prescribed for such Debt Security,
and (iii) the principal amount of a Debt Security denominated in one or more
foreign currencies or currency units that will be deemed to be Outstanding will
be the U.S. dollar equivalent, determined as of such date in the manner
prescribed for such Debt Security (or, in the case of a Debt Security described
in clause (i) or (ii) above, of the amount described in such clause). Certain
Debt Securities, including those for whose payment or redemption money has been
deposited or set aside in trust for the Holders and those that have been fully
defeased pursuant to Section 13.2, will not be deemed to be Outstanding.
(Section 1.1)
Except in certain limited circumstances, XTRA, Inc. will be entitled to set
any day as a record date for the purpose of determining the Holders of
Outstanding Debt Securities of any series entitled to give or take any
direction, notice, consent, waiver or other action under the applicable
Indenture, in the manner and subject to the limitations provided in the
applicable Indenture. In certain limited circumstances, the Trustee will be
entitled to set a record date for action by the Holders. If a record date is set
for any action to be taken by Holders of a particular series, such action may be
taken only by persons who are Holders of Outstanding Debt Securities of that
series on the record date. To be effective, such action must be taken by Holders
of the requisite principal amount of such Debt Securities within a specified
period following the record date. For any particular record date, this period
will be 180 days or such shorter period as may be specified by XTRA, Inc. (or
the Trustee, if it set the record date), and may be shortened or lengthened (but
not beyond 180 days) from time to time. (Section 1.4)
CONSOLIDATION, MERGER AND SALE OF ASSETS
Each of XTRA, Inc., XTRA Missouri, Inc. and the Company, without the
consent of any Holders of Debt Securities, may consolidate or merge with or
into, or transfer or lease its assets substantially as an entirety to, any
Person, and any other Person may consolidate or merge with or into, or transfer
or lease its assets substantially as an entirety to, XTRA, Inc., XTRA Missouri,
Inc. or the Company, provided that (i) the Person (if other than XTRA, Inc.,
XTRA Missouri, Inc. or the Company) formed by such consolidation or into which
XTRA, Inc., XTRA Missouri, Inc. or the Company is merged or which acquires or
leases the assets of XTRA, Inc., XTRA Missouri, Inc. or the Company
substantially as an entirety is a corporation, partnership or trust organized
and validly existing under the laws of any United States jurisdiction and
assumes XTRA, Inc.'s, XTRA Missouri, Inc.'s or the Company's obligations on the
Debt Securities or the Guarantees, as the case may be, and under the Indentures,
(ii) after giving effect to such transaction no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing, and (iii) certain other conditions are
met. (Article Eight)
NOTICES
Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
1.1 and 1.6)
TITLE
XTRA, Inc., the Guarantors, the Trustees and any agent of XTRA, Inc., the
Guarantors or the Trustees may treat the Person in whose name a Debt Security is
registered as the absolute owner thereof (whether or not such Debt Security may
be overdue) for the purpose of making payment and for all other purposes.
(Section 3.8)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 1.12)
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CONCERNING THE TRUSTEES
The Indentures contain certain limitations on the right of the Trustees,
should they become a creditor of XTRA, Inc. or the Guarantors, to obtain payment
of claims in certain cases, or to realize for their own account on certain
property received in respect of any such claim as security or otherwise.
(Section 6.13) The Trustees will be permitted to engage in certain other
transactions; however, if they acquire any conflicting interest and there is a
default under the Debt Securities, they must eliminate such conflict or resign.
(Section 6.8)
RELATIONSHIPS WITH SENIOR TRUSTEE
The First National Bank of Boston is the Senior Trustee under the Senior
Indenture. The First National Bank of Boston is one of the banks with which
XTRA, Inc. maintains a commercial banking relationship, the agent bank for one
of XTRA, Inc.'s credit agreements and the transfer agent for the Company's
Common Stock.
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DESCRIPTION OF PREFERRED STOCK OF XTRA CORPORATION
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. Certain other terms of any
series of the Preferred Stock offered by any Prospectus Supplement will be
described in such Prospectus Supplement. The description of certain provisions
of the Preferred Stock set forth below and in any Prospectus Supplement does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Company's Restated Certificate of Incorporation and By-laws,
including the definitions therein of certain terms, and the certificate of
designations (each a "Certificate of Designations") relating to each series of
the Preferred Stock that will be filed with the Commission and incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part at or prior to the time of the issuance of such series of the
Preferred Stock. Copies of the Restated Certificate of Incorporation and the
By-laws are incorporated by reference as exhibits to the Registration Statement
of which this Prospectus is part.
GENERAL
Under the Company's Restated Certificate of Incorporation, the Company is
authorized to issue up to 3,000,000 shares of Preferred Stock, in one or more
series, with such designations, voting powers, preferences and relative
participating, optional or other special rights, and with such qualifications,
limitations or restrictions thereon, as may be stated or expressed in
resolutions providing for the creation and issuance thereof adopted by the Board
of Directors of the Company. Thus, without stockholder approval, the Board of
Directors could authorize the issuance of Preferred Stock with voting,
conversion and other rights that could dilute the voting power and other rights
of the holders of Common Stock. No Preferred Stock is currently outstanding.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below, unless otherwise provided in a Prospectus
Supplement relating to a particular series of the Preferred Stock. Reference is
made to the Prospectus Supplement relating to the particular series of the
Preferred Stock offered hereby for specific terms, including: (i) the
designation and stated value per share of such Preferred Stock and the number of
shares offered; (ii) the amount of liquidation preference per share; (iii) the
initial public offering price at which such Preferred Stock will be issued; (iv)
the dividend rate (or method of calculation), the dates on which dividends shall
be payable and the dates from which dividends shall commence to cumulate, if
any; (v) any redemption or sinking fund provisions; (vi) any conversion rights;
and (vii) any additional voting, dividend, liquidation, redemption, sinking fund
and other rights, preferences, privileges, limitations and restrictions.
The Preferred Stock will, when issued, be fully paid and nonassessable and
will have no preemptive rights. Unless otherwise provided in the applicable
Prospectus Supplement, each series of the Preferred Stock will rank on a parity
as to the payment of dividends and amounts upon dissolution, liquidation or
winding up of the Company. The rights of the holders of each series of the
Preferred Stock will be subordinate to those of the Company's general creditors.
DIVIDEND RIGHTS
Holders of the Preferred Stock of each series will be entitled to receive,
when, as and if declared by the Board of Directors of the Company, out of funds
of the Company legally available therefor, cash dividends on such dates and at
such rates as are set forth in, or as are determined by the method described in,
the Prospectus Supplement relating to such series of the Preferred Stock. Such
rate may be fixed or variable or both. Each such dividend will be payable to the
holders of record as they appear on the stock books of the Company on such
record dates, fixed by the Board of Directors of the Company, as specified in
the Prospectus Supplement relating to such series of Preferred Stock.
Such dividends may be cumulative or noncumulative, as provided in the
Prospectus Supplement relating to such series of Preferred Stock. If the Board
of Directors of the Company fails to declare a dividend payable on a dividend
payment date on any series of Preferred Stock for which dividends are
noncumulative, then the right to receive a dividend in respect of the dividend
period ending on such dividend payment date will be lost,
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and the Company will have no obligation to pay the dividend accrued for such
period, whether or not dividends on such series are declared payable on any
future dividend payment dates. Dividends on the shares of each series of
Preferred Stock for which dividends are cumulative will accrue from the date on
which the Company initially issues shares of such series or such other dates as
may be set forth in the applicable Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, so long
as the shares of any series of the Preferred Stock are outstanding, unless (i)
full dividends (including, if such Preferred Stock is cumulative, dividends for
prior dividend periods) have been paid or declared and set apart for payment on
all outstanding shares of the Preferred Stock of such series (other than Junior
Stock, as defined below) and (ii) the Company is not in default or in arrears
with respect to the mandatory or optional redemption or mandatory repurchase or
other mandatory retirement of, or with respect to any sinking or other analogous
fund for, any shares of Preferred Stock of such series (other than Junior
Stock), the Company may not declare any dividends on any shares of Common Stock
of the Company or any other stock of the Company ranking as to the payment of
dividends or amounts upon dissolution, liquidation or winding up of the Company
junior to such series of Preferred Stock (the Common Stock and any such other
stock being herein referred to as "Junior Stock"), or make any payment on
account of, or set apart money for, the purchase, redemption or other retirement
of, or for a sinking or other analogous fund for, any shares of Junior Stock or
make any distribution in respect thereof, whether in cash or property or in
obligations or stock of the Company, other than Junior Stock that is neither
convertible into, nor exchangeable or exercisable for, any securities of the
Company other than Junior Stock and other than as a result of the
reclassification of Junior Stock.
LIQUIDATION PREFERENCES
Unless otherwise specified in the applicable Prospectus Supplement, in the
event of any liquidation, dissolution or winding up of the Company, whether
voluntary or involuntary, the holders of a series of Preferred Stock will be
entitled to receive out of the assets of the Company available for distribution
to stockholders, before any distribution of assets is made to the holders of
Junior Stock, the amount set forth in the Prospectus Supplement relating to such
series of the Preferred Stock. If, upon any voluntary or involuntary
liquidation, dissolution or winding up of the Company, the amounts payable with
respect to the Preferred Stock of any series and any other shares of preferred
stock of the Company (including any other series of the Preferred Stock) ranking
as to the payment of amounts upon the dissolution, liquidation or winding up of
the Company on a parity with such series of the Preferred Stock are not paid in
full, the holders of the Preferred Stock of such series and of such other shares
of preferred stock of the Company will share ratably in any such distribution of
assets of the Company in proportion to the full respective preferential amounts
to which they are entitled. After payment to the holders of the Preferred Stock
of each series of the full preferential amounts of the liquidating distribution
to which they are entitled, the holders of each such series of the Preferred
Stock will be entitled to no further participation in any distribution of assets
by the Company.
REDEMPTION
A series of the Preferred Stock may be redeemable, in whole or from time to
time in part, at the option of the Company, and may be subject to mandatory
redemption pursuant to a sinking fund or otherwise, in each case upon terms, at
the times and at the redemption prices set forth in the Prospectus Supplement
relating to such series. Shares of the Preferred Stock redeemed by the Company
will be restored to the status of authorized but unissued shares of preferred
stock of the Company.
In the event that fewer than all of the outstanding shares of a series of
the Preferred Stock are to be redeemed, whether by mandatory or optional
redemption, the number of shares to be redeemed will be determined by lot or pro
rata (subject to rounding to avoid fractional shares) as may be determined by
the Company or by any other method as may be determined by the Company in its
sole discretion to be equitable. From and after the redemption date (unless
default is made by the Company in providing for the payment of the redemption
price plus accumulated and unpaid dividends, if any) dividends will cease to
accumulate on the shares of the Preferred Stock called for redemption and all
rights of the holders thereof (except the right to receive the redemption price
plus accumulated and unpaid dividends, if any) will cease.
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Unless otherwise specified in the applicable Prospectus Supplement, so long
as any dividends on shares of any series of the Preferred Stock or any other
series of preferred stock of the Company ranking on a parity as to payment of
dividends and amounts upon the liquidation, dissolution or winding up of the
Company with such series of the Preferred Stock are in arrears, no shares of any
such series of the Preferred Stock or such other series of preferred stock of
the Company will be redeemed (whether by mandatory or optional redemption)
unless all such shares are simultaneously redeemed, and the Company will not
purchase or otherwise acquire any such shares; provided, however, that the
foregoing will not prevent the purchase or acquisition of such shares pursuant
to a purchase or exchange offer made on the same terms to holders of all such
shares outstanding.
CONVERSION RIGHTS
The terms, if any, on which shares of Preferred Stock of any series may be
exchanged for or converted (mandatorily or otherwise) into shares of Common
Stock or another series of Preferred Stock will be set forth in the Prospectus
Supplement relating thereto.
VOTING RIGHTS
Except as indicated in a Prospectus Supplement relating to a particular
series of the Preferred Stock, or except as required by applicable Delaware law
or in the Company's Restated Certificate of Incorporation or as described below,
the holders of the Preferred Stock will not be entitled to vote for any purpose.
Unless otherwise specified in the related Prospectus Supplement, if
cumulative accrued dividends on any Preferred Stock have not been paid in an
aggregate amount equal to or greater than six quarterly dividends on such
shares, the Board of Directors shall increase by two the number of directors
(and if necessary amend the By-laws therefor) and the holders of the Preferred
Stock, voting as a single class, will be entitled to elect such additional two
directors to the Board of Directors until all such dividends in default have
been paid in full.
TRANSFER AGENT AND REGISTRAR
Unless otherwise indicated in a Prospectus Supplement relating thereto, The
First National Bank of Boston will be the transfer agent, dividend and
redemption price disbursement agent and registrar for shares of each series of
the Preferred Stock. See "Description of Common Stock of XTRA
Corporation -- General."
DESCRIPTION OF COMMON STOCK OF XTRA CORPORATION
The following description of the terms of the Common Stock sets forth
certain general terms and provisions of the Common Stock to which any Prospectus
Supplement may relate. The description of certain provisions of the Common Stock
set forth below and in any Prospectus Supplement does not purport to be complete
and is subject to and qualified in its entirety by reference to the Company's
Restated Certificate of Incorporation and By-laws, including the definitions
therein of certain terms. Copies of the Restated Certificate of Incorporation
and the By-laws are incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is part.
GENERAL
The Company's Restated Certificate of Incorporation authorizes the issuance
of up to 30,000,000 shares of Common Stock, par value $.50 per share, of which
16,950,014 shares have been issued and were outstanding as of February 6, 1995.
The Common Stock of the Company is listed on the New York Stock Exchange and the
additional shares of Common Stock that may be offered hereby will be listed,
subject to notice of issuance, on such exchange.
The Transfer Agent and Registrar for the Company's Common Stock is The
First National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02110.
In New York City, the Common Stock may be presented for transfer at the office
of BancBoston Trust Company of New York, One Exchange Plaza, 3rd Floor, 55
Broadway, New York, New York 10006.
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Each holder of Common Stock is entitled to one vote for each share held.
Holders of Common Stock do not have preemptive rights and are not entitled to
cumulative voting in the election of Directors. All outstanding shares of Common
Stock are, and the shares of Common Stock that may be offered hereby when issued
will be, fully paid and non-assessable. The Board of Directors is authorized to
issue from time to time all of the authorized but unissued shares of Common
Stock.
In case of any liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to share pro rata in the distribution of
all assets of the Company remaining after the holders of any series of Preferred
Stock have been paid the preference designated for such shares.
Subject to the senior rights of any Preferred Stock, the holders of Common
Stock are entitled to receive dividends when and as declared by the Board of
Directors and paid by the Company from funds legally available therefor. The
Company's source of funds for the payment of cash dividends is advances and
dividends from its subsidiary, XTRA Missouri, Inc. XTRA Missouri's source of
funds for the payment of cash dividends is advances and dividends from its
subsidiary, XTRA, Inc. Several of the Company's loan agreements contain
restrictions on the payment of cash dividends by the Company and XTRA Missouri,
Inc., including limitations restricting dividends to a fixed amount plus
consolidated net income of the Company earned since a date specified in the
relevant agreement. In addition, such loan agreements restrict the payment of
advances and dividends to XTRA Missouri, Inc. from its subsidiary, XTRA, Inc.
CERTAIN OTHER PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION
Delaware law permits a corporation to eliminate the personal liability of
its directors to the corporation or to any of its stockholders for monetary
damages for a breach of fiduciary duty as a director, except (i) for breach of
the director's duty of loyalty, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
certain unlawful dividends and stock repurchases or (iv) for any transaction
from which the director derived an improper personal benefit. The Company's
Restated Certificate of Incorporation provides that no director of the Company
will be personally liable to the Company or its stockholders for monetary
damages for any breach of his fiduciary duty as a director, except as provided
by Delaware law.
As permitted by Delaware law, the Company's Restated Certificate of
Incorporation does not permit stockholder action by written consent. The
affirmative vote of the holders of at least 80% of the Company's then
outstanding Common Stock is required to amend, alter or repeal this provision.
The Company's By-laws provide that stockholder nominations of candidates
for election as directors and other stockholder proposals generally must be
received by the Secretary of the Company not less than 60 nor more than 90 days
prior to the applicable stockholders' meeting.
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware. In general, this statute prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. An "interested
stockholder" is a person who, together with affiliates and associates, owns (or
within the prior three years did own) 15% or more of the corporation's voting
stock.
HOLDING COMPANY STATUS
Because each of the Company and XTRA Missouri is a holding company, the
right of the Company or XTRA Missouri to participate in any distribution of
assets of any subsidiary upon its liquidation or reorganization (and thus the
ability of the Company's stockholders to benefit indirectly from such
distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that the Company or XTRA Missouri itself may be
a creditor of that subsidiary with recognized claims. In addition, XTRA, Inc.
conducts its leasing business primarily through fleet management agreements with
its subsidiaries, which accounted for 41% of XTRA, Inc.'s consolidated assets at
September 30, 1994 and are expected to account for 94% of its consolidated
revenues for fiscal 1995. The right of XTRA, Inc. to participate in any
19
<PAGE> 33
distribution of assets of any subsidiary upon its liquidation or reorganization
(and thus the ability of the Company's stockholders to benefit indirectly from
such distribution) would be subject to the prior claims of creditors of that
subsidiary, except to the extent that XTRA, Inc. itself may be a creditor of
that subsidiary with recognized claims. See, "The Company" for the right of
XTRA, Inc. to terminate the fleet management agreements.
PLAN OF DISTRIBUTION
The Company and/or XTRA, Inc. may sell Securities to or through
underwriters or to dealers acting as principals for their own account and also
may sell Securities directly to other purchasers or through agents. The Company
and XTRA, Inc. reserve the right to sell Securities directly to investors on
their own behalf in those jurisdictions where they are authorized to do so.
Underwriters may offer and sell the Securities at a fixed price or prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company or
XTRA, Inc. also may, from time to time, authorize dealers, acting as the
Company's or XTRA, Inc.'s agents, as the case may be, to offer and sell the
Securities upon such terms and conditions as set forth in the related Prospectus
Supplement. In connection with the sale of the Securities, underwriters may
receive compensation from the Company or XTRA, Inc. in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of the
Securities for whom they may act as agent. Underwriters may sell the Securities
to or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents.
Any underwriting compensation paid by the Company or XTRA, Inc. to
underwriters or agents in connection with the offering of the Securities, and
any discounts, concessions or commissions allowed by underwriters to
participating dealers, will be set forth in the related Prospectus Supplement.
Dealers and agents participating in the distribution of the Securities may be
deemed to be underwriters, and any discounts and commissions received by them
and any profit realized by them on resale of the Securities may be deemed
to be underwriting discounts and commissions. Underwriters, dealers and agents
may be entitled, under agreements entered into with the Company and/or XTRA,
Inc., to indemnification against and contribution towards certain civil
liabilities.
If so indicated in a Prospectus Supplement, the Company and/or XTRA, Inc.
will authorize underwriters or other persons acting as the Company's and/or
XTRA, Inc.'s agents to solicit offers by certain institutions to purchase
Securities from the Company and/or XTRA, Inc. pursuant to contracts providing
for payment and delivery on a future date. Institutions with which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others, but in all cases such institutions must be approved by the Company
and/or XTRA, Inc. The obligations of any purchaser under any such contract will
be subject to the condition that the purchase of the Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other agents will not have any
responsibility in respect of the validity or performance of such contracts.
Any Securities issued hereunder (other than Common Stock) will be new
issues of securities with no established trading market. Neither the Company nor
XTRA, Inc. currently intends to apply for the listing of any Securities (other
than the Common Stock) of any national securities exchange. No assurance can be
given as to the liquidity of the trading market for any such Securities.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with and perform services for XTRA, Inc. or the
Company in the ordinary course of business.
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<PAGE> 34
VALIDITY OF SECURITIES
The validity of the Securities offered hereby will be passed upon for XTRA,
Inc., XTRA Missouri, Inc. and the Company by Ropes & Gray, One International
Place, Boston, Massachusetts 02110, and for any underwriter or agent by Sullivan
& Cromwell, 125 Broad Street, New York, New York 10004.
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
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<PAGE> 35
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE PROSPECTUS NOR THIS PROSPECTUS SUPPLEMENT CONSTITUTES AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH THEY RELATE OR AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THE PROSPECTUS OR THIS
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER OR HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY, XTRA MISSOURI, INC. OR XTRA, INC. SINCE THE DATE THEREOF
OR HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE THEREIN
OR HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS RESPECTIVE DATE.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Series C Medium-Term Notes............. S-2
Supplemental Plan of Distribution...... S-13
Validity of Notes...................... S-13
PROSPECTUS
Available Information.................. 2
Incorporation of Certain Documents
by Reference......................... 2
The Company............................ 3
Use of Proceeds........................ 3
Consolidated Ratios of Earnings to
Fixed Charges and Consolidated Ratio
of Earnings to Combined Fixed Charges
and Preferred Stock Dividends........ 4
Description of Debt Securities of
XTRA, Inc............................ 5
Description of Preferred Stock of
XTRA Corporation..................... 16
Description of Common Stock of
XTRA Corporation..................... 18
Plan of Distribution................... 20
Validity of Securities................. 21
Experts................................ 21
</TABLE>
================================================================================
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$500,000,000
XTRA, INC.
SERIES C
MEDIUM-TERM NOTES
GUARANTEED AS TO
PAYMENT OF PRINCIPAL, PREMIUM,
IF ANY, AND INTEREST BY
XTRA CORPORATION
AND
XTRA MISSOURI, INC.
------------------
PROSPECTUS SUPPLEMENT
------------------
GOLDMAN, SACHS & CO.
SMITH BARNEY INC.
WERTHEIM SCHRODER & CO.
INCORPORATED
================================================================================
