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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: December 15, 1998
XTRA Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-7654 06-0954158
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State of incorporation (Commission (IRS Employer
of organization File Number) Identification No.)
60 State Street, Boston, MA 02109
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(Address of principal executive offices) Zip Code
Registrant's telephone number including area code: (617) 367-5000
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N/A
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(Former name or former address, if changed since last report)
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Item 5 - Other Events:
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On June 19, 1998, XTRA Corporation (the "Company") and Wheels MergerCo LLC
("MergerCo"), a Delaware limited liability company newly formed by (i) Apollo
Management IV, L.P., on behalf of its managed funds ("Apollo"), and (ii)
Interpool, Inc. ("Interpool") and Interpool's affiliate, Atlas Capital Partners
LLC ("Atlas") (collectively, together with Apollo, the "Investors") entered into
an Agreement and Plan of Merger and Recapitalization, dated as of June 18, 1998,
and amended and restated as of July 31, 1998 (the "Merger Agreement").
On November 25, 1998, the Company and MergerCo mutually agreed to terminate the
Merger Agreement. The termination agreement is attached hereto as Exhibit 2.1
and is incorporated by reference herein.
Item 7. - Financial Statements and Exhibits
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(c) The following exhibit is filed with this report:
2.1 Agreement.
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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 thereunto duly authorized.
XTRA CORPORATION
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(Registrant)
Date: December 15, 1998 /s/ Michael J. Soja
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Michael J. Soja
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement
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Exhibit 2.1
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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
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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
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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
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agree upon a mutually satisfactory text for the press release announcing
termination of the Recapitalization Agreement.
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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
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Name: Michael J. Soja
Title: Vice President and Chief Financial
Officer
WHEELS MERGERCO LLC
By: /s/ Michael Gross
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Name: Michael Gross
Title: Manager
By: /s/ Andrew Africk
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Name: Andrew Africk
Title: Manager
