SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
XTRA CORPORATION
(Name of Issuer)
Common Stock, $0.50 par value
------------------------------
(Title of Class of Securities)
984138107
(CUSIP Number)
WHEELS MERGERCO LLC
c/o Apollo Advisors IV, L.P.
Two Manhattanville Road
Purchase, New York 10577
914-694-8000
Attn: Michael S. Gross
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
David J. Friedman, Esq.
Skadden, Arps, Slate,
Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
November 25, 1998
-------------------------------------------------------
(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 this statement: [ ]
CUSIP No. 984138107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Wheels MergerCo LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
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%
14. TYPE OF REPORTING PERSON
HC
CUSIP No. 984138107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Apollo Investment Fund IV, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
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%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 984138107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Apollo Overseas Partners IV, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
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%
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 984138107
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON:
Apollo Advisors IV, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e):
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
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%
14. TYPE OF REPORTING PERSON
PN
This Amendment No. 1 to the Schedule 13D amends and supplements the
statement on Schedule 13D originally filed on June 29, 1998 (the "Schedule
13D") by Wheels MergerCo LLC, a Delaware limited liability company ("Wheels
MergerCo"), with respect to Wheels MergerCo entering into Voting
Agreements, dated as of June 18, 1998 (the "Voting Agreements"), with
certain shareholders with respect to their shares of common stock, par
value $.50 per share (the "Common Stock") of XTRA Corporation, a Delaware
corporation (the "Company"), in connection with an Agreement and Plan of
Merger and Recapitalization (the "Recapitalization Agreement"), dated as of
June 18, 1998, as amended and restated as of July 31, 1998, between Wheels
MergerCo and the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to an Agreement, dated as of November 25, 1998, by and
between Wheels MergerCo and the Company, the Recapitalization Agreement was
terminated by mutual agreement of Wheels MergerCo and the Company.
Accordingly, pursuant to the terms of the Voting Agreements, such Voting
Agreements were terminated as of November 25, 1998 and are null and void
and of no further force and effect. As a result of such termination, the
Reporting Entities no longer may be deemed to beneficially own or have
shared voting power to vote and dispose of, or direct the vote and
disposition of, more than five percent of the Common Stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(d) Agreement, dated November 25, 1998, by and between Wheels
MergerCo LLC and XTRA Corporation.
SIGNATURE
After reasonable inquiry and to the best of the undersigneds'
knowledge and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct. In addition, by
signing below, the undersigned agrees that this Schedule 13D may be filed
jointly on behalf of each of Wheels MergerCo LLC, Apollo Investment Fund
IV, L.P., Apollo Overseas Partners, IV, L.P., and Apollo Advisors IV, L.P.
Date: December 1, 1998
Wheels MergerCo LLC
By: /s/ Andrew Africk
-------------------------------------
Name: Andrew Africk
Title: Manager
Apollo Investment Fund IV, L.P.
By: Apollo Advisors IV, L.P.,
its General Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
------------------------------------
Name: Michael D. Weiner
Title: Vice President
Apollo Overseas Partners IV, L.P.
By: Apollo Advisors IV, L.P.,
its General Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
-------------------------------------
Name: Michael D. Weiner
Title: Vice President
Apollo Advisors IV, L.P.
By: Apollo Capital Management IV, Inc.,
its General Partner
By: /s/ Michael D. Weiner
-------------------------------------
Name: Michael D. Weiner
Title: Vice President
AGREEMENT
AGREEMENT, dated November 25, 1998, by and between XTRA CORPORATION, a
Delaware corporation (the "Company"), and WHEELS MERGERCO LLC, a Delaware
limited liability company ("MergerCo").
WHEREAS, XTRA and MergerCo are parties to an Amended and Restated
Agreement and Plan of Merger and Recapitalization, dated as of July 31,
1998 (the "Recapitalization Agreement"); and
WHEREAS, XTRA and MergerCo wish to terminate the Recapitalization
Agreement pursuant to Section 8.1(1) thereof;
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Termination. The Company and MergerCo hereby agree that the
Recapitalization Agreement is terminated pursuant to Section 8.1(1) thereof
effective immediately upon the execution of this Agreement by the Company
and MergerCo.
2. No Further Obligations. Notwithstanding any provision to the
contrary in the Recapitalization Agreement, the Company and MergerCo agree
that neither party (nor any of their respective officers, directors,
managers, stockholders, members or affiliates) shall have any further
obligations or liabilities owing to the other in connection with or arising
out of the Recapitalization Agreement or its termination. In furtherance
of the foregoing, each party shall be responsible for any and all expenses
incurred by it in connection with the transactions contemplated by the
Recapitalization Agreement.
3. Public Announcement. The parties shall use reasonable
efforts to agree upon a mutually satisfactory text for the press release
announcing termination of the Recapitalization Agreement.
IN WITNESS WHEREOF, the Company and MergerCo have caused this
Agreement to be executed as of the date first written above by their
respective officers and managers thereunto duly authorized.
XTRA CORPORATION
By: /s/ Michael J. Soja
-----------------------------------------
Name: Michael J. Soja
Title: Vice President and Chief Financial
Officer
WHEELS MERGERCO LLC
By: /s/ Michael Gross
----------------------------------------
Name: Michael Gross
Title: Manager
By: /s/ Andrew Africk
---------------------------------------
Name: Andrew Africk
Title: Manager
