SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Xtra Corporation
(Name of Issuer)
Class A Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
984138107
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 30, 1999
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
**The total number of shares reported herein is 1,623,617 shares, which
constitutes approximately 11.7% of the 13,856,394 shares deemed outstanding
pursuant to Rule 13d-3(d)(1)(i) under the Act. All other ownership percentages
set forth herein assume that there are 13,848,177 shares outstanding unless
otherwise stated.
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1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if 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
7. Sole Voting Power: 1,615,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio J Investors, L.P.
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1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if 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
7. Sole Voting Power: 1,615,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio J Investors, L.P.
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1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if 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
7. Sole Voting Power: 1,615,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors, L.P.,
which is the sole general partner of Trinity I Fund, L.P., which is the
sole stockholder of Portfolio Associates, Inc., which is the sole general
partner of Portfolio J Investors, L.P.
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1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if 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: USA
7. Sole Voting Power: 1,615,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio J Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio J Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO-Partnership Contributions
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
7. Sole Voting Power: 1,615,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio Associates,
Inc.
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<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if 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
7. Sole Voting Power: 1,615,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,615,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,615,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 11.7%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio J
Investors, L.P.
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1. Name of Reporting Person:
Michael N. Christodolou
2. Check the Appropriate Box if 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: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
8,217 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): <0.1% (2)
14. Type of Reporting Person: IN
- ----------
(1) Assumes the exercise of director options held by Mr. Christodolou to
purchase 8,217 shares of Class A Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are
13,856,394 shares of Class A Common Stock outstanding, which number
includes options to purchase 8,217 shares of Class A Common Stock held by
Mr. Christodolou.<PAGE>
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated July 17, 1997,
as amended by Amendment No. 1 dated January 29, 1998, as amended by Amendment
No. 2 dated June 18, 1998, as amended by Amendment No. 3 dated January 27, 1999
(the "Schedule 13D"), relating to the Class A Common Stock (the "Stock"), par
value $.50 per share, of Xtra Corporation. Unless otherwise indicated, all
defined terms used herein shall have the same meanings ascribed to them in the
Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PJI Other (1) $78,839,451.82
PA Not Applicable Not Applicable
MNC Not Applicable Not Applicable
(1) Contributions from partners.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
TIF
Because of its position as the sole stockholder of PA, which is the sole
general partner of PJI, TIF may, pursuant to Rule 13d-3 of the Act, be deemed
to be the beneficial owner of 1,615,400 shares of the Stock, which constitutes
approximately 11.7% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PJI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,615,400 shares of the Stock, which constitutes approximately 11.7% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is the
sole general partner of TIF, which is the sole stockholder of PA, which is the
sole general partner of PJI, TCM may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,615,400 shares of the Stock, which
constitutes approximately 11.7% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PJI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 1,615,400 shares of the Stock, which constitutes approximately 11.7%
of the outstanding shares of the Stock.
PJI
The aggregate number of shares of the Stock that PJI owns beneficially,
pursuant to Rule 13d-3 of the Act, is 1,615,400, which constitutes approximately
11.7% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PJI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,615,400 shares of the Stock, which constitutes approximately 11.7% of the
outstanding shares of the Stock.
MNC
Because he holds director stock options to purchase 8,217 shares of the
Stock, MNC may, pursuant to Rule 13d-3, be deemed to be the beneficial owner of
8,217 shares of the Stock, which constitutes less than 0.1% of the 13,856,394
shares of the Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of PJI,
TIF has the sole power to vote or to direct the vote and to dispose or to direct
the disposition of 1,615,400 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of PA,
which is the sole general partner of PJI, TFI has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,615,400 shares
of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PJI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,615,400 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole general
partner of TFI, which is the sole general partner of TIF, which is the sole
stockholder of PA, which is the sole general partner of PJI, TMT has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 1,615,400 shares of the Stock.
PJI
Acting through its sole general partner, PJI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,615,400
shares of the Stock.
PA
As the sole general partner of PJI, PA has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 1,615,400 shares
of the Stock.
MNC
MNC has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
(c) During the past 60 days, PJI has purchased shares of the Stock in
open market transactions on the New York Stock Exchange, as follows:
NO. OF SHARES PRICE PER
DATE PURCHASED SHARE
03/24/99 2,700 $38.05
04/06/99 300 38.05
04/07/99 1,100 37.80
04/19/99 12,000 40.89
04/30/99 60,000 41.49
04/30/99 37,000 41.49
05/03/99 11,000 41.30
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of the Stock owned
by such Reporting Person.
(e) Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to
Rule 13d-1(k)(1)(iii) (previously filed).
Exhibit 99.2 -- Voting Agreement dated June 18, 1998 between Wheels
MergerCo LLC and Portfolio J Investors, L.P., (previously filed).
Exhibit 99.3 -- Agreement and Power of Attorney pursuant to
Rule 13d-1(k)(1)(iii) (previously filed).<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: May 4, 1999
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO J INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
MICHAEL N. CHRISTODOLOU(2)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Michael N. Christodolou previously has been filed with the
Securities and Exchange Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
99.2 Voting Agreement dated June 18, 1998 between Wheels MergerCo LLC and
Portfolio J Investors, L.P., previously filed.
99.3 Agreement and Power of Attorney pursuant to Rule 13d-1(k)(1)(iii),
previously filed.
