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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the Fiscal Year Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ________
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XTRA Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-7654 06-0954158
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
60 State Street
Boston, Massachusetts 02109
(Address, of principal executive offices, including zip code)
(617) 367-5000
(Registrant's Telephone number including area code)
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Page 1 of 10 pages.
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<PAGE>
Attached hereto is amended Exhibit 10.12 of the Exhibits to XTRA
Corporation's Annual Report on Form 10-K for the fiscal year ended September 30,
1996. Exhibit 10.12 contains certain confidential information omitted and filed
separately with the Securities and Exchange Commission pursuant to a
confidential treatment request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
XTRA CORPORATION
By /S/ MICHAEL J. SOJA
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Michael J. Soja
Chief Financial Officer
Date: January 29, 1997
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EXHIBIT A
XTRA Marine
Long-Term Incentive Plan Outline
1. Purpose: The Purpose of the Long-Term Incentive Plan (the "Plan") of
XTRA INTERNATIONAL LTD. ("XTRA Marine") is to motivate the head of XTRA
Marine to achieve planned operating income levels by providing him with
a stake in the long-term success of the business and also to help
retain him.
2. Participation: Participation will include only the head of XTRA
Marine.
3. Time Frame: The plan would cover a single, 4 year performance period,
commencing October 1, 1995.
4. Performance Measure: Cumulative Operating Income over Threshold will
be the performance measure for the plan.
Cumulative Operating Income is the sum of the Operating Incomes (as
defined on attached Schedule I) for each year of the performance period
(except as provided in Section 6(A)(1)).
Threshold Operating Income is set using a rate of $* million per year
which results in a threshold of $* million for the 4 year performance
period.
Cumulative Operating Income over Threshold is Cumulative Operating
Income minus Threshold Operating Income.
5. Award Size: Award size will be equal to *% percent of Cumulative
Operating Income over Threshold. Note: The award is not capped. See
the attached spreadsheet for a sensitivity analysis of award size and
Operating Income level.
* CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
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<PAGE>
<TABLE>
<CAPTION>
ILLUSTRATION:
<S> <C> <C>
1996 - 1999 Projected
Cumulative Operating Income $*
Threshold Operating Income $*
--
Cumulative Operating Income over Threshold $ *
1 Award Size: *%
Award Size: *
</TABLE>
6. Termination of Employment:
A. In the event the Participant's employment with the Company is
terminated without Cause or terminates as a result of the
Participant's death or disability and the Participant has been
an active employee for at least 2 years of the 4-year
performance period, the Participant will be entitled to a
partial payment. The partial payment will be calculated (if
necessary) using:
(1) Cumulative Operating Income through the fiscal
quarter ended preceding termination and
(2) Threshold Operating Income multiplied by the
following fraction: the number of full fiscal
quarters of the performance period elapsed at the
date of terminated divided by 16.
If the Participant is entitled to an award under this Section
6(A), it will be paid during the first quarter of the fiscal
year commencing upon or immediately following the
Participant's termination of employment.
B. In the event that the Participant's employment with the
Company is terminated without Cause or terminates as a result
of the Participant's death or disability and the Participant
has been an active employee for less than 2 years of the 4-
year performance period, the Participant forfeits all rights
to any award under the Plan.
6. In the event of the Participant's employment with the Company
terminates for Cause or
* CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
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<PAGE>
as a result of the resignation or retirement of the Participant before
the end of the 4- year performance period, the Participant forfeits all
rights to any award under the Plan.
7. Payment. Except as provided in Section 6(A), if the Participant is
entitled to an award, it will be paid during the first quarter of
fiscal 2000 in accordance with the timing of payments under XTRA's
other cash bonus plans
XTRA Marine
Long-Term Incentive Plan
Figures in Thousands (000s)
Projected Financials
<TABLE>
<CAPTION>
*
Worldwide Marine Operating Income
<S> <C> <C>
Actual (Calendar Year)
(Dollars in Millions)
1993 1994
Revenues 56.9 65.9
Operating Expenses
Depreciation 19.4 21.1
Rental and
Operating Expense 5.2 7.0
Selling and
Administrative 7.0 8.2
---- -----
Expense 31.6 36.3
Operating Income 25.3 29.6
---- ----
</TABLE>
<TABLE>
<CAPTION>
Forcast, Fiscal Year Ending September 30,
<S> <C> <C> <C> <C> <C>
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
*
</TABLE>
* CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
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<PAGE>
<TABLE>
<CAPTION>
Worldwide Marine
Equipment and Utilization Data
Actual (Calendar Year)
(Units and TEUS in Thousands)
<S> <C> <C>
1993 1994
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Marine Containers
Captial Spending $30 $34
(Dollars in Millions)
Beginning Fleet Size-Units 92.9 100.7
Ending Fleet Size-Units 100.7 109.4
Average Total Fleet
Size-Units 96.8 105.0
Ending Fleet Size-TEU 144.7 156.8
Total Average Working
Units 80.3 92.4
Overall Utilization 83% 88%
Average Daily Lease Rate
20' Containers $1.43 $1.38
40' Containers $2.45 $2.41
</TABLE>
<TABLE>
<CAPTION>
Forcast, Fiscal Year Ending September 30,
<S> <C> <C> <C> <C>
1996 1997 1998 1999
*
</TABLE>
* CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE
COMMISSION
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EXHIBIT B
"Cause" shall mean: (i) your material failure to perform (other than by
reason of disability), or material negligence in the performance of your duties
and responsibilities to XTRA and XTRA International, or (ii) other conduct that
is materially harmful to the business, interests or reputation of XTRA or XTRA
International.
"disability" shall mean that you become disabled during your employment
hereunder, and, as a result, are unable to perform substantially all of your
duties and responsibilities to XTRA and XTRA International for 120 days during
any twelve month period.
"Operating Income" shall mean income of XTRA International before
interest, taxes and extraordinary items, all as determined in accordance with
generally accepted accounting principles.
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