SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19 )
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)
April 10, 1995
(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
CUSIP No. 984138-10-7 Page 2 of 8
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: 0
9. Sole Dispositive Power
10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting person:
0
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 0.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 3 of 8
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: 344,363
9. Sole Dispositive Power
10. Shared Dispositive Power: 344,363
11. Aggregate amount beneficially owned by each reporting person:
344,363
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 2.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 4 of 8
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: 0
9. Sole Dispositive Power
10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting person: 0
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 0.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 5 of 8
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: 344,363
9. Sole Dispositive Power
10. Shared Dispositive Power: 344,363
11. Aggregate amount beneficially owned by each reporting person:
344,363
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 2.0%
14. Type of reporting person: PN
CUSIP No. 984138-10-7 Page 6 of 8
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: 344,363
9. Sole Dispositive Power
10. Shared Dispositive Power: 344,363
11. Aggregate amount beneficially owned by each reporting person:
344,363
12. Check box if the aggregate amount in row (11) excludes certain
shares:
13. Percent of class represented by amount in row (11): 2.0%
14. Type of reporting person: PN
Amendment No. 19 to Schedule 13D - XTRA Corporation
This Amendment No. 19 to Schedule 13D relating to the Common Stock,
$0.50 par value per share, of XTRA Corporation (the "Issuer") is filed to
reflect the following information:
Item 5 of Schedule 13D is hereby amended by deleting it in its
entirety and adding the following:
"(a); (b) As of April 10, 1995, MLA II and MLA III own no shares of
Common Stock and MLM II, MLM III, and Mr. Butler own directly
142,944, 142,944, and 58,475 shares of Common Stock, respectively
(approximately 0.8%, 0.8% and 0.3%, 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). 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.
MLM II, MLM 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
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 MLM II, MLM III and Mr. Butler may thus be deemed to
beneficially own 344,363 shares of Common Stock (approximately 2.0%
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 April 10, 1995, MLA II and MLA III distributed in kind to
their respective limited and general partners 1,131,100 and 1,131,100
shares of Common Stock, respectively, including 142,944 to MLM II and
142,944 to MLM III.
(d) The partners of each of MLM II and MLM III have an economic
interest in dividends from, and the proceeds of sales of, Common
Stock owned directly by MLM II and MLM III.
(e) On April 10, 1995, each of the Reporting Persons ceased to be
the beneficial owner of more than five percent of the Common Stock."
PAGE 7
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: April 11, 1995
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