<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 15, 1996
BOCA RATON CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
FLORIDA 0-16631 59-2763089
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
6515 VIA ROSA, BOCA RATON, FLORIDA 33233
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 750-2252
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On May 15, 1996, Boca Raton Capital Corporation sold 375,000 shares
of common stock of RailAmerica, Inc., a Delaware Corporation
("RailAmerica"), which constituted all of its remaining equity
interest in RailAmerica, in a privately negotiated transaction with
First London Securities Corporation for approximately $3.42 per share
(aggregate of approximately $1,285,625 gross proceeds).
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
None.
3
<PAGE>
SIGNATURE
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.
BOCA RATON CAPITAL CORPORATION
/s/ Alan L. Jacobs
_______________________________
Dated: May 28, 1996 Alan L. Jacobs
President and Chief Executive Officer
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Sequentially Numbered Page
5
