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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
XTRA, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MAINE 01-0346274
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(STATE OR OTHER JURISDICTION OF INCORPORATION) (IRS EMPLOYER
IDENTIFICATION NO.)
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective securities and is to become effective
upon filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please of a concurrent registration
check the following box. [X] statement under the Securities Act of
1933 pursuant to General Instruction
A(c)(2) please check the following
box. [_]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
33-65293
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON WHICH EACH
TITLE OF EACH CLASS TO BE SO REGISTERED CLASS IS TO BE REGISTERED
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7.125% SERIES C MEDIUM TERM NOTES NEW YORK STOCK EXCHANGE
DUE 2019
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The material set forth in the section captioned "Description of Debt Securities
of XTRA, Inc." in the Registrant's Post-Effective Amendment No. 1 to Form S-3
Registration Statement (No. 33-65293), filed with the Securities and Exchange
Commission on May 19, 1997, the material set forth in the section captioned
"Series C Medium Term Notes" in the Registrant's prospectus supplement dated May
19, 1997 and filed with the Securities and
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Exchange Commission on May 22, 1997, and Pricing Supplement No. 10 dated April
27, 1999 and filed with the Securities and Exchange Commission on April 29,
1999, are incorporated herein by reference.
ITEM 2. EXHIBITS.
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1. * Indenture, dated as of August 15, 1994, between the Registrant, XTRA
Corporation ("Parent") and the First National Bank of Boston (filed with
the Securities and Exchange Commission as Exhibits 4.1 to Parent's Current
Report on Form 8-K dated August 15, 1994, and incorporated herein by
reference).
2. * First Supplemental Indenture, dated as of September 30, 1994, to the
Indenture identified in Exhibit 1 above, between the Registrant, Parent and
the First National Bank of Boston (filed with the Securities and Exchange
Commission as Exhibit 4.2.1 to Parent's Annual Report on Form 10-K for the
year ended September 30, 1994, and incorporated herein by reference).
3. * Second Supplemental Indenture, dated as of May 16, 1997, to the Indenture
identified in Exhibit 1 above, between the Registrant, the Parent and State
Street Bank and Trust Company (filed with the Securities and Exchange
Commission as Exhibit 4.2.2 to Parent's Annual Report on Form 10-K for the
year ended September 30, 1997, and incorporated herein by reference).
4. Form of 7.125% Series C Medium-Term Note Due 2019.
* These exhibits have been previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
XTRA, INC.
Date: August 27, 1999 By: /s/ Thomas A. Giacchetto
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Name: Thomas A. Giacchetto
Title: Vice President and General Counsel
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FIXED RATE MEDIUM-TERM NOTE
REGISTERED REGISTERED
No. R- PRINCIPAL AMOUNT: $25,000,000.00
CUSIP 98413TDL2
XTRA, INC.
SERIES C MEDIUM-TERM NOTE
Unconditionally Guaranteed as to payment of principal,
premium (if any), and interest by:
XTRA CORPORATION
If the registered owner of this Security (as indicated below) is The
Depository Trust Company (the "Depository") or a nominee of the Depository, the
Security is a Global Security and the following two legends apply:
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this Security is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to the Company or
its agent for registration of transfer, exchange or payment, and any Security
issued upon registration of transfer of, or in exchange for, or in lieu of, this
Security is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner
hereof, Cede & Co., has an interest herein.
ISSUE PRICE: $24,312,500.00 REGULAR RECORD DATES:
FIRST DAY OF EACH MONTH
INTEREST PAYMENT DATES:
MONTHLY, COMMENCING JUNE 14, 1999
INTEREST RATE: 7.125%
ORIGINAL ISSUE DATE: MAY 14, 1999 INITIAL REDEMPTION DATE: MAY 14, 2004
MATURITY DATE: MAY 14, 2019 REDEMPTION PRICES: 100%
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BOOK ENTRY X CERTIFICATED
OTHER TERMS:
XTRA, INC., a corporation duly organized and existing under
the laws of the State of Maine (herein called the "Company", which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to, CEDE & CO.
tax identification number 13-2555119 or registered
assigns, the principal sum of $25,000,000.00
on the Maturity Date specified above and to pay interest thereon
from the Original Issue Date specified above or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, on the Interest Payment Dates in each year
specified above and at Maturity, commencing on the first such
Interest Payment Date next succeeding the Original Issue Date (or,
if the Original Issue Date is after a Regular Record Date and
before the Interest Payment Date immediately following such
Regular Record Date, on the second such Interest Payment Date next
succeeding the Original Issue Date), at a rate per annum equal to
the Interest Rate specified above until the principal hereof is
paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the person in
whose name this security (or one or more Predecessor Securities)
is registered (which, if this Security is a Global Security, will
be the Depository or a nominee of the Depository) at the close of
business on the Regular Record Date for such interest, which shall
be the 1st day (whether or not a Business Day) of the month
preceding such Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the person to whom
principal shall be payable (which, if this Security is a Global
Security will be the Depository or a nominee of the Depository.)
Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on
such Regular Record Date and may either be paid to the person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice of which shall be given to the registered Holders
of Securities of this Series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which this Security may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in said Indenture.
Any payment on this Security due on any day which is not a Business Day (as
defined herein) in Boston, Massachusetts or New York, New York need not be made
on such day, but may be made on
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the next succeeding such Business Day with the same force and effect as if made
on such due date, and no interest shall accrue for the period from and after
such date.
Payment of the principal, premium (if any) and interest on this Security
will be made in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.
Payments of interest other than interest payable at Maturity will be made by
check mailed to the registered Holder hereof at the address shown in the
Security Register or, at the option of the registered Holder hereof, by wire
transfer in immediately available funds to an account located in the United
States of America as the registered Holder hereof shall designate to the Trustee
in writing at least 15 business days prior to such Interest Payment Date.
The principal amount hereof and interest due at Maturity will be paid upon
Maturity in immediately available funds by wire transfer against presentation of
this Security at the office or agency of State Street Bank and Trust Company as
Trustee and Paying Agent located at 2 Avenue de Lafayette, 5th floor, Boston,
Massachusetts 02111-1724, or at such office in New York, New York as the Trustee
shall designate by written notice to the registered Holder of this Security. The
Company may treat the person in whose name this Security is registered as the
owner of this Security for the purpose of receiving payments of principal,
premium (if any) and interest on this Security and for all purposes whatsoever.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
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Reverse of Security
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This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of August 15, 1994 (herein referred to as
the "Indenture"), among the Company, XTRA Corporation, as Guarantor (herein
called the "Guarantor," which term includes any successor Guarantor under the
Indenture), and the Trustee, to which Indenture reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.
If an Initial Redemption Date is specified on the face hereof, this
Security is subject to redemption upon notice by first-class mail given not less
than 30 nor more than 60 days prior to the date fixed for redemption, at any
time as a whole or in part, on or after the Initial Redemption Date, if any,
specified on the face hereof, at the election of the Company, at the Redemption
Prices, if any, specified on the face hereof, (expressed in percentages of the
principal amount), and thereafter at a redemption price equal to 100k of the
principal amount of this Security, plus accrued interest to the Redemption Date;
provided, that interest installments whose Stated Maturity is on or prior to
such Redemption Date will be payable to the Holders of such Securities (or one
or more Predecessor Securities) of record at the close of business on the
relevant Record Date referred to on the face hereof, all as provided in the
Indenture.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
which is not a day on which banking institutions in Boston, Massachusetts or New
York, New York are authorized or obligated by law or executive order to close.
Payments of interest hereon with respect to any Interest Payment date will
include interest accrued to but excluding such Interest Payment Date.
Accrued interest hereon from the Original Issue Date or from the last date
to which interest has been paid or duly provided for is calculated on the basis
of a 360-day year of twelve 30-day months. Such interest shall accrue from the
Original Issue Date, or from the last date to which interest has been paid or
duly provided for, but excluding the date for which accrued interest is being
calculated.
In any case where any Interest Payment Date or the Stated Maturity of the
principal of this Security shall not be a Business
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Day, then (notwithstanding any other provision hereof or of the Indenture) the
payment of interest and/or of principal need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if
made on such InFinancial Printing GroupFinancial Printing GroupDay, then
(NOTWITHSTANDING ANY other PROVISION hereof or of the Indenture) the payment of
interest and/or of principal need not be made on such date, but may be made on
the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or at the Stated Maturity, and no interest shall
accrue with respect to such payment for the period from and after such Interest
Payment Date or Stated Maturity to such next succeeding Business Day.
If an Event of Default with respect to the Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions for defeasance at any time of W the
entire indebtedness of this Security or (ii) certain covenants with respect to
this Security, in each case upon compliance with certain conditions set forth
therein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and.obligations of the
Company and the Guarantor and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of 66 2/3% in
principal amount of all Outstanding Securities at the time and of a majority in
principal amount of the Securities at the time Outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of all the Securities and the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Company, the
Guarantor, or both with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium (if any) and
interest on this Security at the times, place and rate (except as provided for
in such Security), and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations (including,
in the case of any Global Security, certain additional limitations) therein set
forth, the transfer of this Security is registrable in the Security Register,
upon
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surrender of such Securities for registration of transfer at the office or
agency,of the Company in any place where the principal of, premium (if any) and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of Financial Printing GroupFinancial Printing Groupsurrender
of such Securities for registration of transfer at the office or agency,of the
Company in any place where the principal of, premium (if any) and interest on
this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $100,000 and any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Company, the Guarantor or the Trustee and any agent of the Company, the
Guarantor or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Guarantor, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal.
XTRA, INC.
Dated: By:_________________________
Title: Vice President,
Finance and Chief
Financial Officer
Attest:
____________________________
Title: Assistant Clerk
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated in the within-mentioned
Indenture and referred to therein.
STATE STREET BANK AND TRUST COMPANY as Trustee
By:__________________
Authorized Officer
Guarantee
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For value received, XTRA Corporation, a corporation organized under the
laws of the State of Delaware (herein called the "Guarantor," which term
includes any successor corporation under the Indenture referred to in the
Security upon which this Guarantee is endorsed), hereby unconditionally
guarantees to the Holder of the Security upon which this Guarantee is endorsed
and to the Trustee on behalf of each such Holder the due and punctual payment of
the principal of, premium, if any, and interest on such Security when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, according to the
terms thereof and of the Indenture referred to therein. In case of the failure
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of XTRA, IncFinancial Printing GroupFinancial Printing Groupof XTRA, INC., A
CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE of Maine (herein called the
"Company," which term includes any successor corporation under such Indenture),
punctually to make any such payment of principal, premium (if any) or interest,
the Guarantor hereby agrees to cause any such payment to be made punctually when
and as the same shall become due and payable, whether at the Stated Maturity or
by declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be as if
it were principal debtor and not merely surety, and shall be absolute and
unconditional, irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or such Indenture, any failure
to enforce the provisions of such Security or such Indenture, or any waiver,
modification or indulgence granted to the Company with respect thereto, by the
Holder of such Security or the Trustee or any other circumstance which may
otherwise constitute a legal or equitable discharge of a surety or guarantor;
provided, however, that, notwithstanding the foregoing, no such waiver,
modification or indulgence shall, without the consent of the Guarantor, increase
the principal amount of such Security or change the redemption terms thereof or
alter the Stated Maturity thereof. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of
merger or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest or notice with respect to such Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by strict and complete performance
of the obligations contained in such Security and this Guarantee.
The Guarantor shall be subrogated to all rights of the Holder of such
Security and the Trustee against the Company in respect of any amounts paid to
such Holder by the Guarantor pursuant to the provisions of this Guarantee;
provided, however, that the Guarantor shall not be entitled to enforce, or to
receive any payments arising out of or based upon, such right of subrogation
until the principal of, premium (if any), and interest on all Securities issued
under such Indenture shall have been paid in full.
No reference herein to such Indenture and no provision of this Guarantee or
of such Indenture shall alter or impair the guarantee of the Guarantor, which is
absolute and unconditional, of the due and punctual payment of principal,
premium (if any), and interest on the Security upon which this Guarantee is
endorsed.
This Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication of the Security
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upon which this Guarantee is endorsed shall have been manually executed by or on
behalf of the Trustee under such IndentureFinancial Printing GroupFinancial
Printing Groupupon which this Guarantee is endorsed shall have been manually
executed by or on behalf of the Trustee under such Indenture.
All terms used in this Guarantee which are defined in such Indenture shall
have the meanings assigned to them in such Indenture.
This Guarantee shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be governed by and construed in
accordance with the laws of the State of New York.
Executed and dated the date on the face hereof.
XTRA CORPORATION
By:___________________________________
Title: Vice President,
Finance and Chief
Financial Officer
Attest:
__________________________
Title: Secretary
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The FOLLOWING ABBREVIATIONS, WHEN USED in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - .... Custodian....
(Cust) (Minor)
Uniform Gifts to
Minors Act
TEN ENT - as tenants by the entireties ..................
(State)
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
___________________________________________________
FOR VALUE RECEIVED I or we sell, assign and transfer to
INSERT.SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
____________________________________________________
_____________________________________________________________________________
(Print or type name, address and zip code of assignee)
_____________________________________________________________________________
this Security and all rights hereunder and irrevocably appoint_______________
attorney to transfer this Security on the books of the Company.
The agent may substitute another to act for him.
Dated:_______________________ Signed: _______________________________
Signature(s) Guaranteed by: (Sign exactly as name appears
on the other side of this
Note)
NOTICE: The signature(s) to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever.
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