SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18 )
XTRA Corporation
(Name of Issuer)
Common Stock, $.50 par value per share
(Title of Class of Securities)
984138-10-7
(CUSIP Number)
Gilbert Butler
c/o Butler Capital Corporation, 767 Fifth Avenue, New York, NY 10153
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 17, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /___/.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 12 Pages
CUSIP No. 984138-10-7 Page 2 of 12 Pages
1. NAME OF REPORTING PERSON - S.S. or I.R.S. Identification No. of Above
Person: Mezzanine Lending Associates II, L.P. 13-3212010
2. Check the appropriate box is a member of a group (a)
(b) x
3. SEC use only
4. Source of Funds: WC
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power:
8. Shared Voting Power: 2,372,607
9. Sole Dispositive Power
10. Shared Dispositive Power: 2,372,607
11. Aggregate amount beneficially owned by each reporting person:
2,372,607
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 14.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 3 of 12 Pages
1. NAME OF REPORTING PERSON - S.S. or I.R.S. Identification No. of Above
Person: Mezzanine Lending Management II, L.P. 13-3189979
2. Check the appropriate box is a member of a group (a)
(b) x
3. SEC use only
4. Source of Funds: Not applicable
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power:
8. Shared Voting Power: 2,372,607
9. Sole Dispositive Power
10. Shared Dispositive Power: 2,372,607
11. Aggregate amount beneficially owned by each reporting person:
2,372,607
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 14.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 4 of 12 Pages
1. NAME OF REPORTING PERSON - S.S. or I.R.S. Identification No. of Above
Person: Mezzanine Lending Associates III, L.P. 13-3189979
2. Check the appropriate box is a member of a group (a)
(b) x
3. SEC use only
4. Source of Funds: WC
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power:
8. Shared Voting Power: 2,372,607
9. Sole Dispositive Power
10. Shared Dispositive Power: 2,372,607
11. Aggregate amount beneficially owned by each reporting person:
2,372,607
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 14.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 5 of 12 Pages
1. NAME OF REPORTING PERSON - S.S. or I.R.S. Identification No. of Above
Person: Mezzanine Lending Management III, L.P. 13-3468287
2. Check the appropriate box is a member of a group (a)
(b) x
3. SEC use only
4. Source of Funds: Not applicable
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power:
8. Shared Voting Power: 2,372,607
9. Sole Dispositive Power
10. Shared Dispositive Power: 2,372,607
11. Aggregate amount beneficially owned by each reporting person:
2,372,607
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 14.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 6 of 12 Pages
1. NAME OF REPORTING PERSON - S.S. or I.R.S. Identification No. of Above
Person: Gilbert Butler ###-##-####
2. Check the appropriate box is a member of a group (a)
(b) x
3. SEC use only
4. Source of Funds: Not applicable
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e)
6. Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with:
7. Sole Voting Power:
8. Shared Voting Power: 2,372,607
9. Sole Dispositive Power
10. Shared Dispositive Power: 2,372,607
11. Aggregate amount beneficially owned by each reporting person:
2,372,607
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 14.0%
14. Type of reporting person: PN
Amendment No. 18 to Schedule 13D - XTRA Corporation
In accordance with Rule 101(a)(2)(ii), the full text of the above-
captioned Schedule 13D is restated in its entirety as follows:
Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.50 par value per share
(the "Common Stock"), of XTRA Corporation, a Delaware corporation (the
"Issuer"), which has its principal executive offices at 60 State Street,
Boston, Massachusetts 02109.
Item 2. Identity and Background.
This statement is filed on behalf of (i) Mezzanine Lending Associates
II, L.P., a Delaware limited partnership ("MLA II"), (ii) Mezzanine Lending
Management II, L.P., a Delaware limited partnership ("MLM II"), (iii) Mezzanine
Lending Associates III, L.P., a Delaware limited partnership ("MLA III"), (iv)
Mezzanine Lending Management III, L.P., a Delaware limited partnership ("MLM
III"), and Gilbert Butler. The principal business and offices of each of MLA
II, MLM II, MLA III and MLM III are located at 767 Fifth Avenue, 6th Floor, New
York, New York 10153 and the business address of Mr. Butler is Butler Capital
Corporation, 767 Fifth Avenue, 6th Floor, New York, New York 10153.
MLM II is the general partner of MLA II, and MLM III is the general
partner of MLA III. Gilbert Butler, Costa Littas and Butler Management
Corporation, a Delaware corporation ("BMC"), are the general partners of MLM II
and MLM III. Mr. Butler and Mr. Littas are President and Managing Director,
respectively, of Butler Capital Corporation ("BCC"), a private investment
banking firm which provides management and advisory services to five limited
partnerships including MLA II and MLA III.
Mr. Butler and BMC are the general partners of the entity that serves
as the general partner of one of the other limited partnerships advised by BCC,
Mezzanine Lending Associates I, L.P., a Delaware limited partnership ("MLA I"),
and Mr. Butler, Mr. Littas and BMC are the general partners of the respective
entities that serve as the general partners of the two other limited
partnerships advised by BCC, Senior Lending Associates I, L.P., a Delaware
limited partnership ("SLA I"), and Senior Lending Associates II, L.P. ("SLA II"
and, together with MLA I, MLA II, MLA III and SLA I, the "LBO Partnerships").
The business address for Mr. Littas is Butler Capital Corporation, 767 Fifth
Avenue, 6th Floor, New York, New York 10153. The principal business and
offices of BMC are located at 767 Fifth Avenue, New York, New York 10153. MLA
II, MLM II, MLA III and MLM III, together with Mr. Butler, Mr. Littas and BMC,
are referred to in this statement as the "Reporting Persons."
The LBO Partnerships engage in a broad range of direct investment
activities, including sponsoring, structuring and providing senior debt,
mezzanine financing and equity for management leveraged buyouts and other
acquisitions, recapitalizations and business expansions. MLA I, MLA II and MLA
III also make other investments, including strategic acquisitions of public
equity and debt securities. The LBO Partnerships generally seek to add value
to their investments by working with portfolio companies and their management
to maximize long term profitability and return on assets.
None of the Reporting Persons has, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors). None of the Reporting Persons has, during the past five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding of any violation with respect to such laws. Mr. Butler and Mr.
Littas are citizens of the United States of America.
Item 3. Source and Amount of Funds or other Consideration.
Each of MLA II and MLA III applied its general funds to purchase the
shares of Common Stock to which this statement relates ("Subject Shares"), and
each expects that the source of funds for any future purchases by it of Common
Stock will also be general funds. The amount of funds used to date to acquire
beneficial ownership of Common Stock held by MLA II and MLA III, respectively,
is $33,613,433 and $33,613,433, respectively.
Item 4. Purpose of the Transactions.
The purpose or purposes of MLA II and MLA III in acquiring the
Subject Shares have not changed. Each of MLA II and MLA III acquired the
Common Stock because it believed the Common Stock represented a favorable
investment opportunity. The Reporting Persons intend to review MLA II's and
MLA III's investment in the Issuer on a continuing basis and, depending on
various factors, including the Issuer's business, affairs and financial
position, other developments concerning the Issuer, the price level of the
Common Stock, conditions in the securities markets and general economic and
industry conditions, as well as other investment opportunities available to MLA
II and MLA III, may in the future take such actions with respect to MLA II's
and MLA III's investment in the Issuer as they deem appropriate in light of the
circumstances existing from time to time. Such actions may include, without
limitation, the purchase of additional Common Stock in the open market, in
privately negotiated transactions or otherwise, the sale at any time of all or
a portion of the Common Stock now owned or hereafter acquired by MLA II and MLA
III to one or more purchasers, or the distribution in kind at any time of all
or a portion of the Common Stock now owned or hereafter acquired by MLA II and
MLA III. The public sale of the Common Stock held by MLA II and MLA III may be
subject to restrictions described in Rule 144 under the Securities Act of 1933,
as amended. MLA II and MLA III acquired an aggregate of 600,000 of the Subject
Shares on February 12, 1992 from Robert M. Gintel, who may have been an
affiliate of the Issuer for purposes of Rule 144. In connection with the
purchase of such 600,000 shares, MLA II and MLA III entered into a registration
rights agreement with the Issuer and Mr. Gintel. See Item 6. MLA II and MLA
III acquired an aggregate of 1,662,200 of the Subject Shares on April 8, 1992
from Value Equity Associates I, L.P., which may have been an affiliate of the
Issuer for purposes of Rule 144.
Although there are currently no firm intentions or specific plans
with respect thereto, in the future actions with respect to MLA II's and MLA
III's investment in the Issuer may include exploring with management of the
Issuer the possibility of, or seeking to influence management of the Issuer
with respect to, board representation, business strategies, or mergers,
business combinations, recapitalizations, sales of assets, negotiated or open-
market stock repurchases or other extraordinary corporate transactions. Such
transactions could include a merger or other business combination with the
Issuer in the form of a management leveraged buy-out financed in conjunction
with the LBO Partnerships. The Reporting Persons may in the future consider a
variety of different alternatives to achieving such actions, including
negotiated transactions, tender offers, proxy contents or other actions.
However, it should not be assumed that the Reporting Persons will take any of
the foregoing actions. The Reporting Persons reserve the right to participate,
alone or with others, in plans, proposals or transactions of a similar or
different nature with respect to the Issuer or its securities.
Except as set forth above, as of the date of this statement none of
the Reporting Persons has any plans or proposals, which relate to or would
result in any of the actions set forth in parts (a) through (j) of Item 4.
Such persons may at any time reconsider and change their plans or proposals
relating to the foregoing.
Item 5. Interest in Securities of the Issuer.
(a); (b) MLA II, MLA III, and Mr. Butler own directly 1,131,100,
1,131,100, and 110,407 shares of Common Stock, respectively (approximately
6.7%, 6.7% and 0.7%, respectively, of the issued and outstanding shares of
Common Stock based upon the most recently available filing by the Issuer with
the Securities and Exchange Commission). As the respective sole general
partners of MLA II and MLA III, MLM II and MLM III share with MLA II and MLA
III, respectively, the power to vote and dispose of all shares of Common Stock
owned directly by MLA II and MLA III, respectively. As a result, MLA II and
MLM II, and MLA III and MLM III, are deemed to beneficially own the shares of
Common Stock owned by MLA II and MLA III, respectively. Under contractual
arrangements among MLM II, MLM III and Mr. Butler, Mr. Butler is in a position
to exercise control over MLM II and MLM III.
MLA II, MLA III and Mr. Butler may be deemed to be acting together,
or to have agreed to act together, for the purpose of acquiring, holding,
voting or disposing of Common Stock. As a result, each of MLA II, MLA III, MLM
II, MLM III and Mr. Butler may be deemed to beneficially own the shares of
Common Stock directly or beneficially owned by the other. Each of MLA II, MLA
III, MLM II, MLM III and Mr. Butler may thus be deemed to beneficially own
2,372,607 shares of Common Stock (approximately 14.0% of the issued and
outstanding shares of Common Stock based upon the most recently available
filing by the Issuer with the Securities and Exchange Commission).
(c) On November 17, 1994, MLA II and MLA III distributed in kind to
their respective general and limited partners 676,782 and 676,782,
respectively, shares of Common Stock. As a result of this distribution in
kind, each of MLM II and MLM III received 75,622 and 75,622 shares of Common
Stock, respectively. Also on November 17, 1994, each of MLM II and MLM III
distributed in kind to its respective general and limited partners all shares
of Common Stock received by it in the distribution described in the previous
sentence. As a result of this distribution in kind, Mr. Butler received
110,407 shares of Common Stock.
(d) The partners of each of MLA II and MLM II have an economic
interest in dividends from, and the proceeds of sales of, Common Stock owned
directly by MLA II, and the partners of each of MLA III and MLM III have an
economic interest in dividends from, and the proceeds of sales of, Common Stock
owned directly by MLA III.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
On February 12, 1992, in connection with the purchase by MLA II and
MLA III of an aggregate of 600,000 shares of Common Stock from Robert M.
Gintel, MLA II, MLA III, Mr. Gintel and the Issuer entered into a Registration
Rights Agreement (the "Registration Rights Agreement") granting to MLA II and
MLA III the right to request registration of the open market sale of some or
all of the 600,000 shares of Common Stock acquired from Mr. Gintel. The Issuer
is only obligated to effect one such registration, and may delay registration
in the event of a registered public offering by the Issuer, or in certain other
events. The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the full text thereof which is
included as Exhibit 8 hereto and hereby incorporated by reference herein.
Except as described above and in Item 2 hereof, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons and between such persons and any other person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
8. Registration Rights Agreement dated February 12, 1992
(previously filed).
Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
MEZZANINE LENDING ASSOCIATES II, L.P.
By: Mezzanine Lending Management II, L.P.
MEZZANINE LENDING MANAGEMENT II, L.P.
MEZZANINE LENDING ASSOCIATES III, L.P.
By: Mezzanine Lending Management III, L.P.
MEZZANINE LENDING MANAGEMENT III, L.P.
GILBERT BUTLER
By: /s/ Gilbert Butler
Gilbert Butler, as General Partner
and individually
Dated: November 21, 1994
