===========================
OMB Approval
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated Average Burden
Hours Per Form......14.90
===========================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
RailAmerica, Inc.
------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------
(Title of Class of Securities)
750753-10-5
-------------------------------------------
(CUSIP Number)
Franklyn B. Weichselbaum
6516 Via Rosa, Boca Raton 33433
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
5/15/96
--------------------------
(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 the statement. / / (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*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).
<PAGE>
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
ALAN L. JACOBS
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[X]
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
UNITED STATES
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
27,500 shares of Common Stock. See Item 5.
- --------------------------------------------------------------------------------
Shares 8 Shared Voting Power
See Item 5.
- --------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power
Owned by Each See Item 5.
- --------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With See Item 5.
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
27,500 shares of Common Stock. See Item 5.
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
0.5% of shares of Common Stock. See Item 5.
- --------------------------------------------------------------------------------
14 Type of Reporting Person* IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5_ Page 3 of 11 Pages
- ---------------------------------- --------------------------
================================================================================
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
BOCA RATON CAPITAL CORPORATION
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds*
- --------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) /X/
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization
FLORIDA
- --------------------------------------------------------------------------------
Number of 7 Sole Voting Power
None. See Item 5.
- --------------------------------------------------------------------------------
Shares 8 Shared Voting Power
See Item 5.
- --------------------------------------------------------------------------------
Beneficially 9 Sole Dispositive Power
Owned by Each See Item 5.
- --------------------------------------------------------------------------------
Reporting Person 10 Shared Dispositive Power
With See Item 5.
================================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
None. See Item 5.
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
None. See Item 5.
- --------------------------------------------------------------------------------
14 Type of Reporting Person* OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 4 of 11 Pages
- ---------------------------------- --------------------------
ITEM 1. SECURITY AND ISSUER
The class of security to which this Amendment No. 4 (the "Amendment")
relates is the Common Stock, par value $.001 per share (the "Common
Stock") of RailAmerica, Inc., a Delaware corporation (the "Company").
The address of the principal executive office of the Company is 301
Yamato Road, Suite 2222, Boca Raton, Florida 33431. This Amendment
No. 4 supplements the Schedule 13D filed with the Securities and
Exchange Commission ("SEC") on July 6, 1994, as amended by Amendment
No. 1 ("Amendment No. 1") filed with the SEC on June 9, 1995, as
amended by Amendment No. 2 ("Amendment No. 2") filed with the SEC on
July 11, 1995, as amended by Amendment No. 3 ("Amendment No. 3") filed
with the SEC on August 2, 1995.
ITEM 2. IDENTITY AND BACKGROUND
(a) This schedule is being filed by Boca Raton Capital Corporation
("BRCC"), a Florida corporation and Alan L. Jacobs (individually
a "Reporting Person" and collectively, the "Reporting Persons")
who collectively may be deemed a group beneficially owning
approximately 0.5% of the outstanding shares of Common Stock of
the Company within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act"). The
filing of this Statement shall not be construed as an admission
that any Reporting Person is, for purposes of Section 13(d) or
13(g) of the Act, the beneficial owner of any securities covered
by this Statement except for the securities stated herein to be
beneficially owned by such Reporting Person or that the Reporting
Persons are acting as a group within the meaning of Section
13(d)(3) of the Act.
(b)-(c) Mr. Alan L. Jacobs is the Chief Executive Officer and
President of BRCC. Mr. Jacobs is also Senior Managing
Director of Capital Growth International LLC. A list
of the directors and executive officers of BRCC is
attached hereto as Schedule A. The principal
occupation and principal business address of each
director and executive officer of BRCC is also set
forth on Schedule A. The principal business address
and the address of the principal office of BRCC is 6516
Via Rosa, Boca Raton, Florida 33433.
(d) None of the reporting Persons and, to the best knowledge of the
Reporting Persons, none of the persons listed on Schedule A,
during the last five years has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the reporting Persons and, to the best knowledge of the
Reporting Persons, none of the persons listed on Schedule A,
during the past five years was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and has
not been or is not subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or
finding any violation with respect to such laws, except:
During an examination of BRCC by the staff of the Securities and
Exchange Commission (the "Commission") in the third quarter of 1994,
BRCC and the Commission determined that a majority of the members of
the BRCC's Board of Directors (the "Board of Directors" or the
"Board") were "interested persons" and, therefore, the Board of
Directors had been improperly constituted under the Investment Company
Act of 1940 (the "1940 Act").
BRCC agreed to a Consent Order for Preliminary Injunction and Other
Ancillary Relief (the "Consent Order"), dated September 6, 1994, which
was entered by the United States District Court, Southern District of
Florida (Civ. A. No. 94-8517; Judge Edward B. Davis, presiding)(the
"Court"). Pursuant to the Consent Order, BRCC, and all directors,
officers, employees and agents thereof, were preliminarily enjoined
from taking virtually and action regarding BRCC or its assets, and
Daniel H. Aronson, Esq., a shareholder with the Florida law firm of
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., was appointed
receiver (the "Receiver") for BRCC for a period of sixty (60) days.
The term of the receivership was extended, by further Court orders
until the later of March 7, 1995 or the date which was 10 days after a
Special Meeting of Shareholders of BRCC held on February 10, 1995 (the
"Election Meeting") for the purpose of electing a newly constituted
board of directors of BRCC consistent with the provisions of the 1940
Act. The Receiver was dismissed and discharged by the Court on March
14, 1995. During the receivership, the Receiver had been granted full
and exclusive power, duty and authority to administer and manage the
business affairs, funds, assets, choses in action and other property
of BRCC, and to take whatever actions were necessary, subject to the
approval of the Court, for the protection of BRCC's shareholders and
of shareholders' assets.
On February 10, 1995, the Election Meeting was held and the
shareholders elected Ronald L. Miller and Alan H. Weingarten as Class
I directors, Robert H. Arnold as a Class II director and Alan L.
Jacobs and C. Lawrence Rutstein as Class III directors. On March 14,
1995, the Court entered an order (the "Order") granting the motion of
the Receiver to approve, among other things, the election of the newly
constituted board of directors, the dismissal and discharge of the
Receiver and the termination of the receivership created under the
Consent Order. In accordance with the Order, the election of directors
at the Election Meeting was effective as of Tuesday, March 14, 1995.
Messrs. Miller, Weingarten, Arnold, Jacobs and Rutstein constitute the
entire Board of Directors of BRCC and as such are a properly
constituted board of directors pursuant to Section 56 of the 1940 Act.
On May 22, 1995, the Commission filed a motion to dismiss the action
(Civ. A No. 94-8517).
4
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 5 of 11 Pages
- ---------------------------------- --------------------------
(f) Alan L. Jacobs is a citizen of the United States. BRCC is a
Florida corporation. To the best knowledge of the Reporting
Persons, each of the persons named in Schedule A is a citizen of
the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All transactions in the securities of the issuer were sales by BRCC.
ITEM 4. PURPOSE OF TRANSACTION
BRCC acquired and held shares of Common Stock of the Company for
investment purposes only.
5
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 6 of 11 Pages
- ---------------------------------- --------------------------
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of May 17, 1996, Mr. Jacobs may be deemed to be the
beneficial owner of an aggregate of 27,500 shares of
Common Stock of the Company (the "Shares") which
constituted 0.5% of the shares of Common Stock
outstanding as of May 17, 1996 (based upon the number
of shares of Common Stock outstanding as reported in
the Company's financial statements for the quarterly
period ending March 31, 1996). The Shares consist of
27,500 shares of Common Stock issuable upon exercise of
presently exercisable options granted to, and
individually held by, Mr. Jacobs (collectively, the
"Options"). As of May 17, 1996, BRCC did not
beneficially own any shares of Common Stock.
Under the definition of "beneficial ownership" it is
possible that executive officers and members of the Board of
Directors of BRCC, in their capacities as such, might be deemed
to be beneficial owners of the shares owned by BRCC, if any, and
share the voting and dispositive powers with regard to such
shares. Neither the filing of this statement nor any of its
contents shall be construed as an admission that the executive
officers or directors of BRCC were beneficial owners of any
shares of Common Stock, either for purposes of Section 13(d) of
the act or for any other purpose, and such beneficial ownership
is expressly disclaimed.
As of May 17, 1996, of the securities reported herein to be
beneficially owned by the Reporting Persons, the following
Reporting Persons had the power to vote or direct the vote of,
and the power to dispose of or direct the disposition of, such
securities: Mr. Jacobs upon exercise thereof, has sole voting and
dispositive power with respect to the shares underlying the
Options.
(c) No transactions in the class of securities reported herein were
effected during the past sixty days except for the following sale
in a privately negotiated transaction:
(i) BRCC sold 375,000 shares on May 15, 1996 at approximately
$3.42 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
6
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 7 of 11 Pages
- ---------------------------------- --------------------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Schedule A: Executive Officers and Directors of Boca Raton
Capital Corporation.
(b) Joint Filing Agreement pursuant to Rule 13d-1(f)(1) under the
Securities and Exchange Act of 1934, as amended, between Alan L.
Jacobs and Boca Raton Capital Corporation.
7
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 8 of 11 Pages
- ---------------------------------- --------------------------
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: May 22, 1996
/s/ Alan L. Jacobs
---------------------------------------------
Alan L. Jacobs
BOCA RATON CAPITAL CORPORATION
By: /s/ Alan L. Jacobs
------------------------------------
Alan L. Jacobs
Chief Executive Officer
8
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 9 of 11 Pages
- ---------------------------------- --------------------------
EXHIBIT INDEX
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins:
- ----------- ------ ----------------------------
Schedule A: Executive Officers and Directors of Boca p. 10
Raton Capital Corporation.
1. Joint Filing Agreement pursuant to Rule 13d-1(f)(1) p. 11
under the Securities and Exchange Act of 1934, as
amended, between Alan L. Jacobs and Boca Raton Capital
Corporation.
9
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 10 of 11 Pages
- ---------------------------------- --------------------------
Schedule A
----------
Name and Address: Present Principal Occupation or
---------------- -------------------------------
Employment
----------
Alan L. Jacobs Chief Executive Officer and
c/o Boca Raton Capital Corporation President of Boca Raton Capital
6516 Via Rosa Corporation and Senior Managing
Boca Raton, FL 33433 Director of Capital Growth
International LLC
Franklyn B. Weichselbaum Chief Financial Officer, Secretary
6516 Via Rosa and Treasurer of Boca Raton Capital
Boca Raton, FL 33433 Corporation
Robert H. Arnold President of R.H. Arnold & Co.
R.H. Arnold & Co.
152 West 57th Street - 40th Floor
New York, NY 10029
Ronald L. Miller President of Miller Advisory Group
Miller Advisory Corp.
2601 Heron Lane North
Clearwater, FL 34622
C. Lawrence Rutstein President and Managing Director of
CapQuest Partners, Inc. CapQuest Partners, Inc. and counsel
1515 Market Street, Suite 604 to the law firm of Ronald Bluestein
Philadelphia, PA 19102 & Associates
Alan H. Weingarten Chief Executive Officer of Alan H.
Alan H. Weingarten & Associates, Weingarten & Associates, Inc.
Inc.
21759 Club Villa Terrace
Boca Raton, FL 33433
10
<PAGE>
SCHEDULE 13D
- ---------------------------------- --------------------------
C U S I P N o . 750753-10-5 Page 11 of 11 Pages
- ---------------------------------- --------------------------
EXHIBIT
Joint Filing Agreement (pursuant to Rule 13d-1(f)(1) under the Securities
and Exchange Act of 1934, as amended)
Each of the undersigned hereby agrees to be included in
the filing of Amendment No. 4 to Schedule 13D dated May
22, 1996, with respect to issued and outstanding Common
Stock of RailAmerica, Inc. beneficially owned by each
of the undersigned.
Dated: May 22, 1996
/s/ Alan L. Jacobs
------------------------------------------
Alan L. Jacobs
Boca Raton Capital Corporation
By:/s/ Alan L. Jacobs
---------------------------------------
Alan L. Jacobs
President and Chief Executive Officer
11
