As filed with the Commission on February 6, 1995 File No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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XTRA CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 06-0954158
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
c/o X-L-CO., Inc.
60 State Street
Boston, Massachusetts 02109
(Address of principal executive offices, including zip code)
XTRA CORPORATION
DEFERRED DIRECTOR FEE OPTION PLAN
(Full title of the plan)
James R. Lajoie,
Vice President, General Counsel and Secretary
XTRA Corporation
c/o X-L-Co., Inc.
60 State Street
Boston, MA 02109
(617) 367-7874
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
_________________
Title of Amount Proposed Proposed Amount
Securities to be maximum maximum of
to be registered offering aggregate registration
registered price per<F1> offering fee<F2>
share price<F1>
____________________________________________________________________
Common 50,000<F3> $47.133 $2,356,650 $812.57
Stock, par
value $.50
<f>
<F1> Represents the weighted average price per share of shares registered
hereunder determined as follows:
The offering price for shares subject to options on the date hereof is
the actual exercise price of such options. Of the 50,000 shares of Common
Stock, par value $.50 per share, to be registered hereunder, 4,002
shares are subject to options at an exercise price ranging from $22.8125 to
$25.3125 per share. The offering price of $49.125 per share for
the remaining 45,998
Exhibit Index on Page 8 Page 1 of 10 Pages
shares not subject to options on the date hereof has been estimated solely
for the purpose of determining the registration fee pursuant to Rule 457(h)
on the basis of the average of the high and low prices for the Common Stock
of XTRA Corporation reported on the New York Stock Exchange
on February 2, 1995.
<F2> Registration fee consists of (a) $33.44 payable in respect of
4,002 shares subject to options at an exercise price ranging from
$22.8125 to $25.3125 per share on the date hereof and (b) $779.13
payable in respect of 45,998 shares at an exercise price of $49.125
per share on the date hereof not yet subject to options on the date
hereof.
<F3> Plus such indeterminate number of additional shares of Common Stock as
may be required in the event of a stock dividend, reverse stock split or
combination of shares, recapitalization or other change in the Company's
capital stock.
PAGE 2
Item 3. Incorporation of Documents by Reference.
XTRA Corporation (the "Registrant" or the "Company") hereby incorporates
the following documents herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed pursuant to the Securities Exchange Act of 1934
(the "1934 Act").
(b) The description of the Company's Common Stock, $.50 par value,
contained in the Company's Registration Statement on Form 10 in respect of
the Company's Common Stock, filed pursuant to Section 12 of the Securities
Exchange Act of 1934.
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15 of the Exchange Act prior to the
filing of a post-effective amendment to this registration statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The General Corporation Law of the State of Delaware, in which XTRA
Corporation is incorporated, gives a corporation power to indemnify any of
its officers or directors against certain expenses, judgments, fines, and
amounts paid in settlement in connection with certain actions, suits or
proceedings, provided generally, that such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. In
addition, the statutes of Delaware contain provisions to the general effect
that any director shall in the performance of his duties be fully protected
in relying in good faith upon the books of account or records of the
corporation or statements prepared by any official of the corporation.
The Certificate of Incorporation of XTRA Corporation includes the following
provision:
This corporation shall, to the maximum extent permitted from time to time
under the law of the State of Delaware, indemnify and upon request shall
advance expenses to any person who is or was a party or is threatened to be
made a party to any threatened, pending or completed action, suit,
proceeding or claim, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was or has agreed to be a director or
officer of this corporation or while a director or officer
is or was serving at the request of this corporation as a director, officer,
partner, trustee, employee or agent of any corporation, partnership, joint
venture, trust or other enterprise, including service with
respect to employee benefit plans, against expenses (including attorney's fees
and expenses), judgments, fines, penalties and amounts paid in settlement
incurred in connection with the investigation, preparation to defend or
defense of such action, suit, proceeding, or claim; provided,
however, that the foregoing shall not require this corporation to indemnify or
advance expenses to any person in connection with any action, suit,
proceeding, claim or counterclaim initiated by or on behalf
of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law, agreement, vote of directors
or stockholders or otherwise and shall inure to the benefit of the heirs and
legal representatives of such person. Any repeal or modification of the
foregoing provisions of this Article 9 shall not adversely affect any right or
protection of a director or officer of this corporation existing at the time
of such repeal or modification.
In addition the Company maintains a directors' and officers' liability
insurance policy.
PAGE 3
The Company has entered into Indemnification Agreements, the form of which
was approved by the stockholders of the Company, with certain officers of the
Company and its subsidiaries, including XTRA, Inc. The Indemnification
Agreements provide a number of procedures, presumptions and remedies used in
the determination of the right of the officer to indemnification.
These procedures, presumptions and remedies substantially broaden the indemnity
rights of officers beyond that provided by Article 9 of the Company's
Certificate of Incorporation described above. If an action against an
indemnified party is dismissed with or without prejudice, the defense is deemed
to have been successful and the indemnification is required to be made. The
Indemnification Agreements provide that expenses must be paid within twenty
days of any request and that a determination of entitlement must be made
within sixty days of the indemnification request (otherwise a determination
in favor of the indemnified party is deemed to have been made). If there is a
change in control of the Company (as defined in the Indemnification
Agreement), the indemnified party is presumed to be entitled to
indemnification (although the Company may overcome this presumption),
the indemnified party may require that independent counsel make the
determination of entitlement and may choose such course, subject to objection
by the Company on limited grounds. If a determination of entitlement is made,
the Company is bound, but if the indemnified party has previously been
denied indemnification pursuant to the terms of the Indemnification Agreement,
he or she is entitled to seek a de novo determination from a court. The
Company is precluded from challenging the validity of the procedures and
presumptions contained in the Indemnification Agreement in any court
proceeding. The Indemnification Agreement covers proceedings brought on or
after the date of the execution of the particular Indemnification Agreement,
including proceedings based on acts prior to the date of the particular
agreement.
Item 8. Exhibits.
Exhibit Page
Number Number
5 Opinion of James R. Lajoie,
General Counsel of XTRA Corporation 9
23.1 Consent of Independent Public Accountants 10
23.2 Consent of counsel (included in Exhibit 5)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement; (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof), which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
PAGE 4
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
PAGE 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 26th day of January, 1995.
XTRA CORPORATION
By:/S/JAMES R. LAJOIE
JAMES R. LAJOIE,
Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Principal Executive Officer: Date:
/S/LEWIS RUBIN January 26, 1995
LEWIS RUBIN, President
and Chief Executive Officer
Principal Financial Officer:
/S/MICHAEL J. SOJA January 26, 1995
MICHAEL J. SOJA, Vice President,
Finance and Treasurer
Principal Accounting Officer:
/S/ROBERT B. BLAKELEY January 26, 1995
ROBERT B. BLAKELEY, Controller
PAGE 6
Directors: Date:
/S/GILBERT BUTLER January 26, 1995
GILBERT BUTLER
/S/J. RUSSELL DUNCAN January 26, 1995
J. RUSSELL DUNCAN
/S/ROBERT M. GINTEL January 26, 1995
ROBERT M. GINTEL
/S/ROBERT B. GOERGEN January 26, 1995
ROBERT B. GOERGEN
/S/HERBERT C. KNORTZ January 26, 1995
HERBERT C. KNORTZ
/S/JOHN J. LEE January 26, 1995
JOHN J. LEE
/S/ FRANCIS J. PALAMARA January 26, 1995
FRANCIS J. PALAMARA
/S/LEWIS RUBIN January 26, 1995
LEWIS RUBIN
/S/MARTIN L. SOLOMON January 26, 1995
MARTIN L. SOLOMON
PAGE 7
EXHIBIT INDEX
EXHIBIT PAGE
5. Opinion of James R. Lajoie 9
23.1 Consent of Independent Public Accountants 10
23.2 Consent of counsel (included in Exhibit 5)
PAGE 8
Exhibit 5
XTRA
CORPORATION
James R. Lajoie
Vice President,
General Counsel
and Secretary
60 State Street
Boston, Massachusetts 02109
Telephone 617-367-7874
Fax 617-227-2190
January 30, 1995
XTRA Corporation
60 State Street
Boston, Massachusetts 02109
Ladies and Gentlemen:
You have asked for my opinion with respect to a proposed issuance by XTRA
Corporation (the "Company") of 50,000 shares of its Common Stock, $.50 par
value per share (the "Shares") covered by the Registration Statement referred to
below. The Shares are to be issued pursuant to options granted to certain
non-employee directors of the Company pursuant to the XTRA Corporation 1991
Deferred Director Fee Option Plan (the "Plan").
I am General Counsel for the Company and I am familiar with the proceeds
taken from time to time by the Company in connection with the Plan. I have
examined such certificates, records, documents and papers as I have deemed
necessary for the purpose of this opinion including a copy of the Company's
Registration Statement on Form S-8 being filed with the Securities and
Exchange Commission contemporaneously herewith.
Based on the foregoing, I am of the opinion that when duly executed
certificates representing the Shares have been issued against receipt of the
agreed consideration therefore in accordance with the terms of the options
granted pursuant to the Plan, the Shares will have been validly issued and
will be fully paid and non-assessable.
I hereby consent to the Company's filing of this opinion as an exhibit to
the above-mentioned Registration Statement.
Very truly yours,
/S/JAMES R. LAJOIE
James R. Lajoie
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 16, 1994 included in XTRA Corporation's Form 10-K for the year ended
September 30, 1994 and to all references to our firm included in this
registration statement.
/S/ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
February 2, 1995
