AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-06205
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
INTERPOOL LIMITED
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BARBADOS 7359, 6159 13-2622821
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification
number)
</TABLE>
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211 COLLEGE ROAD EAST
PRINCETON, NEW JERSEY 08540
(609) 452-8900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------
MARTIN TUCHMAN
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
INTERPOOL LIMITED
211 COLLEGE ROAD EAST
PRINCETON, NEW JERSEY 08540
(609) 452-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
COPIES TO:
<TABLE>
<S> <C>
STROOCK & STROOCK & LAVAN SKADDEN, ARPS, SLATE, MEAGHER & FLOM
SEVEN HANOVER SQUARE 919 THIRD AVENUE
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10022
ATTN: JEFFREY S. LOWENTHAL, ESQ. ATTN: MARK C. SMITH, ESQ.
(212) 806-5400 (212) 735-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
-------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value.... 8,797,500 shares(2) $16.00 $140,760,000 $48,539(3)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933.
(2) Includes 1,147,500 shares of Common Stock subject to an over-allotment
option granted to the Underwriters.
(3) The registration fee was paid upon filing of the initial registration
statement on June 18, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
----------------
This Amendment No. 6 to the Registration Statement is being filed solely for the
purpose of filing exhibit 8.1 to the Registration Statement.
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following sets forth the estimated fees and expenses in connection with
the issuance and distribution of the Registrant's securities being registered
hereby, other than underwriting discounts and commissions, all of which will be
borne by the Registrant:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $ 48,539
National Association of Securities Dealers, Inc. filing fee..... 14,576
New York Stock Exchange listing fee............................. 100,000
Printing and engraving expenses................................. 150,000
Legal fees and expenses......................................... 275,000
Accounting fees and expenses.................................... 200,000
Blue Sky fees and expenses...................................... 20,000
Transfer Agent's fees........................................... 3,500
Miscellaneous expenses.......................................... 53,385
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Total....................................................... $865,000
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</TABLE>
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subject to the limitations provided by the laws of Barbados, the Company's
Articles and Bylaws provide that the Company shall indemnify a director or
officer of the Company, a former director or officer of the Company or a person
who acts or acted at the Company's request as a director or officer of a body
corporate of which the Company is or was a shareholder or creditor, and his
personal representatives, against all costs, charges and expenses, including an
amount to settle an action or satisfy a judgement, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding to which
he is made a party by reason of being or having been a director or officer of
such Company, if: (i) he acted honestly and in good faith with a view to the
best interests of the Company; and (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful.
The Registrant maintains directors' and officers' liability insurance with
policy amounts of $15,000,000.
The Company has entered into agreements to indemnify its outside directors
which are intended to provide the maximum indemnification permitted by Barbados
law. These agreements, among other things, indemnify each of the Company's
outside directors for certain expenses (including attorneys' fees), judgments,
fines and settlement amounts incurred by such director in any action or
proceeding, including any action by or in the right of the Company, on account
of such director's service as a director of the Company.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
<TABLE>
<C> <S>
1.1* --Underwriting Agreement among the Parent, the Company and the Underwriters.
3.1* --Restated Articles of Incorporation of the Company.
3.2* --Amended By-Laws of the Company.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1* --Form of Certificate representing Common Stock.
5.1* --Opinion of David King & Co. as to the validity of the securities being
registered.
8.1 --Opinion of Baker & McKenzie regarding federal income tax considerations.
10.1* --Form of Management Services Agreement between Interpool, Inc. and the Company.
10.2* --Form of Registration Rights Agreement between Interpool, Inc. and the Company.
10.3* --Form of Promissory Note dated December 31, 1995 between Interpool, Inc. and the
Company.
10.4* --Form of Sublease dated March 5, 1993 between the Company and Trac Lease, Inc.
10.5* --Form of Agreement dated August 20, 1990 among The Ivy Group, MCS Chassis, Inc.
and the Company.
10.6* --Form of Indemnification Agreement between the Company and Interpool, Inc.
10.7* --Form of Indemnity between the Company and its directors.
10.8* --Form of Indemnification Agreement between the Company and Interpool, Inc.
10.9* --Form of Stock Option Plan for Executive Officers and Directors.
10.10* --Form of NonQualified Stock Option Plan for Non-Employee, Non-Officer Directors.
10.11* --Employment Agreement between Eric Beerlandt and the Company.
10.12* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated November 30, 1993 (the "November 30, 1993 Note
Purchase Agreement") (Confidential Treatment Requested).
10.13* --Form of Series A Note in connection with the November 30, 1993 Note Purchase
Agreement.
10.14* --Form of Series B Note in connection with the November 30, 1993 Note Purchase
Agreement.
10.15* --Form of Security Agreement in connection with the November 30, 1993 Note
Purchase Agreement.
10.16* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated October 27, 1994 (the "October 27, 1994 Note
Purchase Agreement") (Confidential Treatment Requested).
10.17* --Form of Note in connection with the October 27, 1994 Note Purchase Agreement.
10.18* --Form of Security Agreement in connection with the October 27, 1994 Note
Purchase Agreement.
10.19* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated April 28, 1995 (the "April 28, 1995 Note
Purchase Agreement") (Confidential Treatment Requested).
10.20* --Form of Note in connection with the April 28, 1995 Note Purchase Agreement.
10.21* --Form of Security Agreement in connection with the April 28, 1995 Note Purchase
Agreement.
10.22* --Amendment to the Credit Agreement dated July 10, 1995, the Credit Agreement
dated May 29, 1995 and the General Conditions of the Lender, each between the
Lender and the Company (Confidential Treatment Requested).
10.23* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein dated July 25, 1995 (the "July 25, 1995 Note Purchase
Agreement") (Confidential Treatment Requested).
10.24* --Form of Note in connection with the July 25, 1995 Note Purchase Agreement.
10.25* --Form of Security Agreement in connection with the July 25, 1995 Note Purchase
Agreement.
10.26* --Second Amended and Restated Senior Loan and Security Agreement dated November
30, 1995, among the Company, the Agent, and the Lenders named therein (the
"Loan and Security Agreement") (Confidential Treatment Requested).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.27* --Form of Note in connection with the Loan and Security Agreement (Confidential
Treatment Requested).
10.28* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchases listed therein dated December 12, 1995 (the "December 12, 1995 Note
Purchase Agreement") (Confidential Treatment Requested).
10.29* --Form of Note in connection with the December 12, 1995 Note Purchase Agreement.
10.30* --Form of Security Agreement in connection with the December 12, 1995 Note
Purchase Agreement.
10.31* --Term Loan Agreement among the Company, the Banks party thereto and the Agent,
dated March 28, 1996 (the "March 28, 1996 Term Loan Agreement") and Amendment
No. 1 to the Term Loan Agreement (Confidential Treatment Requested).
10.32* --Form of Term Note in connection with the March 28, 1996 Term Loan Agreement.
10.33* --Form of Security Agreement in connection with the March 28, 1996 Term Loan
Agreement (Confidential Treatment Requested).
10.34* --Amendment Number Two to the November 30, 1993 Note Purchase Agreement dated as
of June 28, 1996 (Confidential Treatment Requested).
10.35* --Amendment Number Two to the October 27, 1994 Note Purchase Agreement dated as
of June 28, 1996 (Confidential Treatment Requested).
10.36* --Amendment Number Three to the April 28, 1995 Note Purchase Agreement dated as
of June 28, 1996 (Confidential Treatment Requested).
10.37* --Amendment Number One to the July 25, 1995 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.38* --Letter of Waiver of Certain Conditions to the Loan and Security Agreement dated
August 2, 1996 (Confidential Treatment Requested).
10.39* --Amendment Number One to the December 12, 1995 Note Purchase Agreement dated as
of June 28, 1996 (Confidential Treatment Requested).
10.40* --Amendment Number Two to the March 28, 1996 Term Loan Agreement dated as of June
27, 1996 (Confidential Treatment Requested).
21.1* --Subsidiaries of the Company.
23.1* --Consent of Arthur Andersen LLP with respect to consolidated financial
statements of the Company.
23.2* --Consent of Stroock & Stroock & Lavan.
23.3* --Consent of David King & Co. (included in Exhibit 5.1).
23.4 --Consent of Baker & McKenzie (included in Exhibit 8.1).
24.1* --Power of attorney (included on signature page of this Registration Statement).
27.1* --Financial Data Schedule.
</TABLE>
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* Previously filed.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions in Item 14, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 6 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on August 8, 1996.
INTERPOOL LIMITED
By: /s/ MARTIN TUCHMAN
..................................
Martin Tuchman
Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 6 to this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- ---------------
<S> <C> <C>
/s/ * Chairman of the Board of Directors August 8, 1996
..................................... and Chief Executive Officer
Martin Tuchman (Principal Executive Officer), and
United States Authorized
Representative
/s/ * President, Chief Operating Officer, August 8, 1996
..................................... Chief Financial Officer and
Raoul J. Witteveen Director (Principal Financial
Officer)
/s/ * Vice President and Controller August 8, 1996
..................................... (Principal Accounting Officer)
William Geoghan
/s/ * Director August 8, 1996
.....................................
Warren L. Serenbetz
/s/ * Director August 8, 1996
.....................................
Ernst Baenziger
/s/ * Managing Director (Barbados) and August 8, 1996
..................................... Director
Frank Sellier
/s/ * Director August 8, 1996
.....................................
David N. King
/s/ * Director August 8, 1996
.....................................
Eric Beerlandt
</TABLE>
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* Martin Tuchman hereby signs this Amendment No. 6 to the Registration Statement
on August 8, 1996 on his own behalf and on behalf of each of the indicated
persons for whom he is attorney-in-fact pursuant to a power of attorney filed
herewith.
August 8, 1996
/s/ MARTIN TUCHMAN
......................................
Martin Tuchman
Attorney-in-fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
- -----------
<C> <S>
1.1* --Underwriting Agreement among the Parent, the Company and the Underwriters.
3.1* --Restated Articles of Incorporation of the Company.
3.2* --Amended By-Laws of the Company.
4.1* --Form of Certificate representing Common Stock.
5.1* --Opinion of David King & Co. as to the validity of the securities being
registered.
8.1 --Opinion of Baker & McKenzie regarding federal income tax considerations.
10.1* --Form of Management Services Agreement between Interpool, Inc. and the Company.
10.2* --Form of Registration Rights Agreement between Interpool, Inc. and the Company.
10.3* --Form of Promissory Note dated December 31, 1995 between Interpool, Inc. and the
Company.
10.4* --Form of Sublease dated March 5, 1993 between the Company and Trac Lease, Inc.
10.5* --Form of Agreement dated August 20, 1990 among The Ivy Group, MCS Chassis, Inc.
and the Company.
10.6* --Form of Indemnification Agreement between the Company and Interpool, Inc.
10.7* --Form of Indemnity between the Company and its directors.
10.8* --Form of Indemnification Agreement between the Company and Interpool, Inc.
10.9* --Form of Stock Option Plan for Executive Officers and Directors.
10.10* --Form of NonQualified Stock Option Plan for Non-Employee, Non-Officer Directors.
10.11* --Employment Agreement between Eric Beerlandt and the Company.
10.12* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated November 30, 1993 (the "November 30, 1993 Note
Purchase Agreement") (Confidential Treatment Requested).
10.13* --Form of Series A Note in connection with the November 30, 1993 Note Purchase
Agreement.
10.14* --Form of Series B Note in connection with the November 30, 1993 Note Purchase
Agreement.
10.15* --Form of Security Agreement in connection with the November 30, 1993 Note
Purchase Agreement.
10.16* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated October 27, 1994 (the "October 27, 1994 Note
Purchase Agreement") (Confidential Treatment Requested).
10.17* --Form of Note in connection with the October 27, 1994 Note Purchase Agreement.
10.18* --Form of Security Agreement in connection with the October 27, 1994 Note
Purchase Agreement.
10.19* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein--dated April 28, 1995 (the "April 28, 1995 Note
Purchase Agreement") (Confidential Treatment Requested).
10.20* --Form of Note in connection with the April 28, 1995 Note Purchase Agreement.
10.21* --Form of Security Agreement in connection with the April 28, 1995 Note Purchase
Agreement.
10.22* --Amendment to the Credit Agreement dated July 10, 1995, the Credit Agreement
dated May 29, 1995 and the General Conditions of the Lender, each between the
Lender and the Company (Confidential Treatment Requested).
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.23* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchasers listed therein dated July 25, 1995 (the "July 25, 1995 Note Purchase
Agreement") (Confidential Treatment Requested).
10.24* --Form of Note in connection with the July 25, 1995 Note Purchase Agreement.
10.25* --Form of Security Agreement in connection with the July 25, 1995 Note Purchase
Agreement.
10.26* --Second Amended and Restated Senior Loan and Security Agreement dated November
30, 1995, among the Company, the Agent, and the Lenders named therein (the
"Loan and Security Agreement") (Confidential Treatment Requested).
10.27* --Form of Note in connection with the Loan and Security Agreement (Confidential
Treatment Requested).
10.28* --Note Purchase Agreement between the Company and the Collateral Agent, for the
Purchases listed therein dated December 12, 1995 (the "December 12, 1995 Note
Purchase Agreement") (Confidential Treatment Requested).
10.29* --Form of Note in connection with the December 12, 1995 Note Purchase Agreement.
10.30* --Form of Security Agreement in connection with the December 12, 1995 Note
Purchase Agreement.
10.31* --Term Loan Agreement among the Company, the Banks party thereto and the Agent,
dated March 28, 1996 (the "March 28, 1996 Term Loan Agreement") and Amendment
No. 1 to the Term Loan Agreement (Confidential Treatment Requested).
10.32* --Form of Term Note in connection with the March 28, 1996 Term Loan Agreement.
10.33* --Form of Security Agreement in connection with the March 28, 1996 Term Loan
Agreement (Confidential Treatment Requested).
10.34* Amendment Number Two to the November 30, 1993 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.35* Amendment Number Two to the October 27, 1994 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.36* Amendment Number Three to the April 28, 1995 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.37* Amendment Number One to the July 25, 1995 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.38* Letter of Waiver of Certain Conditions to the Loan and Security Agreement dated
August 2, 1996 (Confidential Treatment Requested).
10.39* Amendment Number One to the December 12, 1995 Note Purchase Agreement dated as of
June 28, 1996 (Confidential Treatment Requested).
10.40* Amendment Number Two to the March 28, 1996 Term Loan Agreement dated as of June
27, 1996 (Confidential Treatment Requested).
21.1* --Subsidiaries of the Company.
23.1* --Consent of Arthur Andersen LLP with respect to consolidated financial
statements of the Company.
23.2* --Consent of Stroock & Stroock & Lavan.
23.3* --Consent of David King & Co. (included in Exhibit 5.1).
23.4 --Consent of Baker & McKenzie (included in Exhibit 8.1).
24.1* --Power of attorney (included on signature page of this Registration Statement).
27.1* --Financial Data Schedule.
</TABLE>
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* Previously filed.
Exhibit 8.1
[LETTERHEAD OF BAKER & MCKENZIE]
August 8, 1996
Interpool Limited
211 College Road East
Princeton, New Jersey 08540
Ladies and Gentlemen:
We have acted as United States tax counsel to Interpool Limited,
a corporation organized under the laws of Barbados (the "Company"), in
connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-1 (Registration No. 333-06205), as
amended by Amendments No. 1,2,3, 4 and 5 thereto (the "Registration Statement"),
relating to the proposed public offering (the "Offering") of 7,650,000 of Common
Shares, no par value (the "Common Shares") of the Company and up to an
additional 1,147,500 of Common Shares which may be sold by the Company in the
event the underwriters for the Offering elect to exercise their over-allotment
option.
We have examined (i) the Registration Statement and the exhibits
thereto, (ii) the prospectus (the "Prospectus") included in the Registration
Statement, and (iii) such other documents and instruments as we have considered
necessary for the purposes of this opinion.
We hereby confirm our opinion as set forth in the Prospectus
under the caption "Certain U.S. Federal Income Tax Considerations."
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement, to the reference to us in the Prospectus and to the
filing of this opinions as an exhibit to any application made by or on behalf of
the Company.
Very truly yours,
BAKER & McKENZIE
BLG/PC
