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OMB Approval
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OMB Number: 3235-0145
Expires: October 31, 1997
Estimated Average Burden
Hours Per Form......14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RailAmerica, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
750753-10-5
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(CUSIP Number)
John C. Drake
Drake, Goodwin & Co. (Bermuda) Ltd.
Cedar House
41 Cedar Avenue
Hamilton HM12
Bermuda
(809) 295-244
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
5/17/96
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(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. /X/ (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).
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Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
DRAKE, GOODWIN & CO. (BERMUDA) LTD.
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2 Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
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3 SEC Use Only
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4 Source of Funds WC
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5 Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e)
[ ]
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6 Citizenship or Place of Organization
BERMUDA
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Number of 7 Sole Voting Power 333,600
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Shares 8 Shared Voting Power 0
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Beneficially 9 Sole Dispositive Power 333,600
Owned by Each
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Reporting Person 10 Shared Dispositive Power 0
With
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11 Aggregate Amount Beneficially Owned by Each Reporting
Person 333,600
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12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
7.1% of shares of Common Stock.
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14 Type of Reporting Person IV
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*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.
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SCHEDULE 13D
ITEM 1. Security and Issuer
This statement relates to the Common Stock, par value $.001 per share
(the "Common Stock") of RailAmerica, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 301
Yamato Road, Suite 2222, Boca Raton, Florida 33431.
ITEM 2. Identity and Background
This schedule is being filed by Drake, Goodwin & Co. (Bermuda) Ltd.
("Drake, Goodwin"), a Bermuda corporation. Drake, Goodwin's principal office
is located at Cedar House, 41 Cedar Avenue, Hamilton HM12, Bermuda. Drake,
Goodwin's principal business is investments.
Set forth in Schedule A, which is attached hereto and incorporated by
reference, is the name, citizenship and present principal occupation or
employment of each of the executive officers and directors of Drake, Goodwin.
During the last five years, neither Drake, Goodwin nor, to the best
knowledge of Drake, Goodwin, any executive officer, director or controlling
person of Drake, Goodwin has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five years, neither Drake, Goodwin nor, to the best
knowledge of Drake, Goodwin, any executive officer, director or controlling
person of Drake, Goodwin has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction where the result of such
proceeding was the imposition of 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.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock owned by Drake, Goodwin were purchased by
Drake, Goodwin for an aggregate cash consideration of $1,211,962.50, including
brokerage commissions, using funds constituting working capital of Drake,
Goodwin.
Item 4. Purpose of Transaction.
Drake, Goodwin purchased the shares of Common Stock reported herein in
order to obtain an equity interest in the Issuer. Drake Goodwin is presently
considering the acquisition of additional shares of Common Stock (subject to
market conditions and any required filings with governmental authorities) in
privately negotiated or open- market transactions. Depending upon Drake,
Goodwin's evaluation of the Issuer's business and prospects and upon future
developments, market conditions and alternative investment opportunities and
uses of funds, Drake, Goodwin may determine to increase, decrease or dispose of
its holdings of shares of Common Stock in one or more privately negotiated or
open- market transactions or otherwise on such terms and at such times as
Drake, Goodwin considers desirable.
Other than as described above, Drake, Goodwin has no present plans or
proposals that relate to or would result in any of the actions set forth in
sub-paragraphs (a)-(j) of Item 4.
Item 5. Interest in Securities of the Issuer.
As of the close of business on July 17, 1996, Drake, Goodwin
beneficially owned 333,600 shares of Common Stock. Such shares constituted
approximately 7.1% of the outstanding shares of Common Stock, based on the
number of shares of Common Stock outstanding as set forth in the Issuer's Form
10-Q for the fiscal quarter ended March 31, 1996.
Set forth in Schedule B, which is attached hereto and incorporated by
reference, is a schedule of all transactions in shares of Common Stock effected
by Drake, Goodwin during the past 60 days. In each case, the transaction was
effected by Drake, Goodwin on the Nasdaq National Market through normal
brokerage transactions. Except as described above, neither Drake, Goodwin nor,
to the best knowledge of Drake, Goodwin, any executive officer, director or
controlling person of Drake, Goodwin owns beneficially any shares of Common
Stock or has engaged in any transactions in shares of Common Stock during the
past 60 days.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Neither Drake, Goodwin nor, to the best knowledge of Drake, Goodwin,
any executive officer, director or controlling person of Drake, Goodwin has any
contract, arrangement, understanding or relationship with any person with
respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURE
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.
Date: July 17, 1996
DRAKE, GOODWIN & CO. (BERMUDA) LTD.
By: /s/ John C. Drake
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Name: John C. Drake
Title: President
Schedule A
Directors and Executive Officers of Drake, Goodwin & Co. (Bermuda) Ltd.
Set forth below are the name, business address and present principal
occupation or employment and citizenship of each director and executive officer
of Drake, Goodwin.
<TABLE>
<CAPTION>
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Name & Business Present Principal Occupation Citizenship
Address or Employment
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<S> <C> <C>
John C. Drake . . . . . . . . . . . Mr. Drake is President and a Director of Drake, Canadian
Drake, Goodwin & Co. (Bermuda) Goodwin & Co. (Bermuda) Ltd.
Ltd.
140 Fullerton Avenue, Suite 2004
London, Ontario, N6A 5P2
Canada
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Christopher Goodwin . . . . . . . . Mr. Goodwin is Vice President and a Director of Canadian
Drake, Goodwin & Co. (Bermuda) Ltd. Drake, Goodwin & Co. (Bermuda) Ltd.
140 Fullerton Avenue, Suite 2004
London, Ontario, N6A 5P2
Canada
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Peter Bubenzer . . . . . . . . . . Mr. Bubenzer is a Director of Drake, Goodwin Bermuda
Appleby, Spurling & Kemp Co. (Bermuda) Ltd. and a lawyer with the firm of
Cedar House Appleby, Spurling & Kemp, Hamilton, Bermuda
41 Cedar Avenue
Hamilton, HM12, Bermuda
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Timothy J. Counsell . . . . . . . . Mr. Counsell is the secretary and a Director of Bermuda
Appleby, Spurling & Kemp Drake, Goodwin & Co. (Bermuda) Ltd. and a lawyer
Cedar House with the firm of Appleby, Spurling & Kemp,
41 Cedar Avenue Hamilton, Bermuda
Hamilton, HM12, Bermuda
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</TABLE>
Schedule B
Date No. of Shares Purchase Price Per Share
5/17/96 60,000 $ 3.50
6/11/96 35,000 3.50
6/21/96 30,000 3.56125
6/28/96 25,000 3.56125
7/12/96 5,000 3.9375
