<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1997
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
RAILAMERICA, INC.
(Exact name of registrant as Specified in its Charter)
<TABLE>
<C> <C> <C>
301 YAMATO ROAD, SUITE 1190
STATE OF DELAWARE BOCA RATON, FL 33431 65-0328006
(State or Other Jurisdiction
of Incorporation or (Address of Principal (IRS Employer Identification
Organization) Executive Offices) No.)
</TABLE>
COMMON STOCK OWNED BY GARY O. MARINO
(Full title of the Plans)
GARY O. MARINO
CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND TREASURER
RAILAMERICA, INC.
301 YAMATO ROAD, SUITE 1190
BOCA RATON, FLORIDA 33431
(Name and address of agent for service)
(561) 994-6015
(Telephone number, including area code, of agent for service of process)
Copy to:
GARY M. EPSTEIN, ESQ.
GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0894
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED
MAXIMUM PROPOSED
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share..... 20,000 $5.78 $115,600.00 $35.00
============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee which
was computed in accordance with Rule 457 on the basis of the average of the
high and low bid and ask prices of the Common Stock as of February 12,
1997, as reported by the National Association of Securities Dealers
Automated Quotation System.
This Registration Statement shall become effective upon the filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended and 17
C.F.R. Section 230.462.
================================================================================
<PAGE> 2
PROSPECTUS
DATED FEBRUARY 19, 1997
20,000 SHARES
RAILAMERICA, INC.
COMMON STOCK
---------------------
This Prospectus relates to the sale of up to 20,000 shares (the "Shares")
of common stock, par value $.001 per share (the "Common Stock"), of RailAmerica,
Inc., a Delaware corporation (the "Company"), proposed to be disposed of from
time to time by Gary O. Marino, Chairman of the Board, President, Chief
Executive Officer and Treasurer of the Company (the "Selling Shareholder"). See
"Selling Shareholder." The Company will not have any interest in the proceeds
from the sale of the Shares by the Selling Shareholder.
The Common Stock is quoted on the SmallCap Market of the National
Association of Securities Dealers Automated Quotation System ("Nasdaq") under
the symbol RAIL. On February 12, 1997, the average of the last reported bid and
ask price of the Common Stock as reported by the Nasdaq SmallCap Market was
$5.78 per share.
The Company has been advised by the Selling Shareholder that he has
undertaken not to sell any of the Shares until after May 22, 1998, without the
consent of the Board of Directors of the Company. Thereafter, the Selling
Shareholder has informed the Company that he may from time to time sell all or
part of the Shares in one or more transactions (which may involve block
transactions) in the over-the-counter market, on the Nasdaq (or any exchange on
which the Common Stock may then be listed), in negotiated transactions, through
the writing of options on the Shares (whether such options are listed on an
options exchange or otherwise), or a combination of such methods of sale, at
market prices prevailing at the time of such sales or at negotiated prices. The
Selling Shareholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discount, concessions or commissions from the Selling
Shareholder and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customer commissions). The Selling
Shareholder may also pledge the Shares as collateral for margin accounts or
loans and the Shares could be resold pursuant to the terms of such accounts or
loans. In connection with such sales, the Selling Shareholder, any participating
brokers and dealers may be deemed to be "underwriters" as defined in the
Securities Act of 1933, as amended. Neither the Company nor the Selling
Shareholder can presently estimate the amount of commissions or discounts, if
any, that will be paid by the Selling Shareholder on account of his sale of the
Shares from time to time.
The Company will pay all the expenses, estimated to be approximately
$10,000, in connection with this offering, other than underwriting and brokerage
commissions, discounts, fees and counsel fees and expenses incurred by the
Selling Shareholder. The Shares are being registered at the request of the
Selling Shareholder.
---------------------
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE. SEE "RISK FACTORS" ON
PAGES 5-10 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 19, 1997
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports and other
information filed by the Company can be inspected and copied at prescribed rates
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at the following Regional
Offices of the Commission: 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; 7 World Trade Center, Suite 1300, New York, New York 10048; and
3475 Lenox Road, N.E., Suite 1000, Atlanta, Georgia 30326-7232. The Common Stock
of the Company is quoted on the Nasdaq SmallCap Market. Reports, proxy
statements and other information concerning the Company may be inspected at the
offices of Nasdaq, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the Shares offered hereby. This
Prospectus, which is a part of the Registration Statement, does not contain all
the information set forth in, or annexed as exhibits to, such Registration
Statement, certain portions of which have been omitted pursuant to rules and
regulations of the Commission. For further information with respect to the
Company and the Shares, reference is made to the Registration Statement,
including the exhibits thereto. Copies of such Registration Statement, including
exhibits, may be obtained from the Public Reference Section of the Commission at
the aforementioned facilities of the Commission, upon payment of the fee
prescribed by the Commission. Copies of each document may also be obtained
through the Commission's internet address at http://www.sec.gov. The summaries
contained in this Prospectus of additional information included in the
Registration Statement or any exhibit thereto are qualified in their entirety by
reference to such information or exhibit.
THIS PROSPECTUS IS ACCOMPANIED BY A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1995
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company under the Exchange Act with
the Commission are incorporated in and made a part of this Prospectus by
reference:
<TABLE>
<S> <C>
(i) the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995;
(ii) the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended March 31, 1996;
(iii) the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended June 30, 1996;
(iv) the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 1996;
(v) the Company's Report on Form 8-K dated September 6, 1996;
(vi) the Company Report on Form 8-K dated September 30, 1996;
(vii) the Company's Report on Form 8-K dated October 11, 1996;
(viii) the Company's Report on 8K-A dated December 11, 1996;
(ix) the Company's Report on Form 8-K dated January 15, 1997;
(x) the Company's Definitive Proxy Statement on Schedule 14A as
filed with the Commission on June 28, 1996; and
(xi) all other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of
fiscal year 1995.
</TABLE>
2
<PAGE> 4
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
termination of the offering made hereby, shall be deemed to be incorporated by
reference in this Prospectus and to be part hereof from the date of filing of
such documents.
Any information contained herein or in a document incorporated by reference
herein shall be deemed to be modified or replaced for purposes of this
Prospectus to the extent that information contained herein or in any other
subsequently filed document which also is incorporated by reference herein
modifies or replaces such information. Any such information so modified or
replaced shall not be deemed, except as so modified or replaced, to constitute a
part of this Prospectus.
The Company will provide, without charge, to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the information
incorporated herein by reference (other than exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Written or
telephone requests for such copies should be directed to the Company's principal
executive offices: Attn: Secretary, 301 Yamato Road, Suite 1190, Boca Raton,
Florida 33431, telephone number (561) 994-6015.
3
<PAGE> 5
SUMMARY
THE COMPANY
RailAmerica, Inc. (together with its consolidated subsidiaries the
"Company"), is a multimodal transportation company that has experienced
significant growth in recent years. Historically, the Company has acquired,
developed and operated short line railroads formed primarily through the
acquisition of light density rail lines from larger railroads. The Company
currently operates approximately 1,000 miles of rail lines in Delaware, Indiana,
Michigan, Minnesota, Pennsylvania, Tennessee, Texas and Washington. In 1994, the
Company expanded its operations in the transportation industry through its
acquisition of Kalyn/Siebert, Inc. ("Kalyn"), a manufacturer of a broad range of
specialty and custom truck trailers, located in Gatesville, Texas. In 1995, the
Company acquired substantially all of the assets of Steel City Truck Lines,
Limited ("Steel City"), a regional motor carrier located in Sault Ste. Marie,
Ontario, Canada. The Company seeks to benefit from synergies among its rail,
manufacturing and motor carrier operations.
Since deregulation in 1980, Class I railroads in the United States and
Canada have focused their management and capital resources on their long-haul
core systems while divesting branch lines to smaller and more cost-effective
rail operators that are willing to commit the resources necessary to meet the
needs of the shippers located on these lines. Since 1980, more than 300 short
line and regional railroads operating approximately 26,000 miles of track have
been created. The commitment of Class I carriers to increase efficiency and
profitability and the recent merger activity among long-haul railroads is
expected to lead to additional short line divestitures as overlapping routes are
sold and the merged railroads seek to achieve synergies.
The Company's objectives are to foster growth of its existing subsidiaries
and to create a diversified transportation company by acquiring additional
railroads and, to a lesser extent, other transportation-related companies. Over
the last two and a half years, the Company has completed 12 acquisitions
including 10 short line railroads, a specialty truck trailer manufacturing
company and a regional motor carrier. These acquisitions have been successfully
integrated into current operations and serve as a platform for the growth
experienced by the Company. Over this same period, management has evaluated over
200 potential acquisitions.
Management is currently reviewing approximately 20 acquisition
opportunities, primarily of short line railroads, and believes that the Company
will be presented with future opportunities to make acquisitions among the over
500 existing short line railroads. The Company is currently negotiating a number
of acquisitions, but no assurance can be given that the Company will consummate
any of them. Many of the short line railroad acquisition opportunities are
similar to the Company's recent acquisitions in terms of size and breadth of
operations. However, several of the potential acquisitions are of a magnitude
that would require the Company to raise additional capital to effect the
acquisitions. If the Company were to acquire one or more of these operations,
the Company's pro forma results of operations and financial conditions would be
substantially affected.
The Company's principal executive offices are located at 301 Yamato Road,
Suite 1190, Boca Raton, Florida 33431 and its telephone number is (561)
994-6015.
4
<PAGE> 6
RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. Prospective
investors should carefully consider, among other things, the following factors
before a decision is made to purchase any Common Stock.
RAILROAD OPERATIONS -- DEPENDENCE ON AGRICULTURAL INDUSTRY
Through its wholly-owned subsidiaries, the Company operates 12 short line
railroads in the States of Delaware, Indiana, Michigan, Minnesota, Pennsylvania,
Tennessee, Texas and Washington. The Company's traffic base in Michigan includes
agricultural commodities, automotive parts, chemicals and fertilizer, ballast
and other stone products. Its traffic base in Tennessee includes wood chips,
paper, chemicals and processed foods. Traffic handled in Pennsylvania and
Delaware includes iron and steel products, chemicals, agricultural products,
lumber and processed foods. The Company's traffic base in Minnesota includes
agricultural products, aggregates, coal, plastics, lumber, denatured alcohol,
scrap iron and steel. The Company's traffic base in Texas consists of cotton,
sodium sulfate, chemicals, fertilizer, scrap iron and steel. The Company's
traffic base in Indiana consists of agricultural commodities and plastics. The
Company's traffic base in Washington consists of woodchips, lumber, minerals,
cement and agricultural products. A substantial portion of the Company's traffic
has consisted of agricultural commodities. As a result, the Company could be
materially and adversely affected by factors that generally affect the
agricultural industry in the regions in which it operates. Such factors include,
without limitation, the weather and fluctuations in agricultural prices. Sellers
of agricultural commodities typically hold back shipment of their products until
they deem prices to be advantageous. As a result, the number of carloads handled
by the Company and its recognition of revenue may vary significantly from period
to period as a result of fluctuations in the price for those commodities.
Shipments of agricultural commodities, on an overall basis, occur seasonally,
with the majority of the agricultural products being shipped from September
through May. As a result, the Company's revenues will normally be higher during
these months than during the summer. The Company believes that agricultural
commodities will continue to represent the primary component of the Company's
rail traffic base for the near future.
RELATIONSHIPS WITH CLASS I RAILROADS
The railroad industry in the United States is dominated by a small number
of large Class I carriers that have substantial market control and negotiating
leverage. Almost all of the traffic on the Company's railroads is interchanged
with Class I carriers. A decision by any of these Class I carriers to
discontinue transporting certain commodities or to use alternate modes of
transportation, such as motor carriers, could adversely affect the Company's
business.
The Company's ability to provide rail service to its customers depends in
large part upon its ability to maintain cooperative relationships with Class I
connecting carriers with respect to, among other matters, freight rates, car
supply, reciprocal switching, interchange and trackage rights. A deterioration
in the operations of or service provided by those connecting carriers, or in the
Company's relationship with its connecting carriers, could adversely affect the
Company's business. In addition, much of the freight transported by the
Company's railroads moves on railcars supplied by Class I carriers. Were these
carriers to reduce the number of railcars available for use by its railroads,
the Company might not be able to obtain replacement railcars on favorable terms.
GOVERNMENTAL REGULATION OF RAILROAD OPERATIONS
The Company is subject to governmental regulation by the Surface
Transportation Board ("STB"), the Federal Railroad Administration and other
federal, state and local regulatory authorities with respect to certain rates
and railroad operations, as well as a variety of health, safety, labor,
environmental and other matters, all of which could potentially affect the
competitive position and profitability of the Company. All railroad industry
employees are covered by the Railroad Retirement Act and the Railroad
Unemployment Insurance Act in lieu of Social Security and other federal and
state unemployment insurance programs. Employer contributions under Railroad
Retirement are currently about triple those required under Social
5
<PAGE> 7
Security. Management of the Company believes that the regulatory freedoms
granted by the Staggers Rail Act amendments have been beneficial to the Company
by giving it flexibility to adjust prices and operations to respond to market
forces and industry changes. However, various interests, and certain members of
the committees in the United States House of Representatives and Senate that
have jurisdiction over federal regulation of railroads, have from time-to-time
expressed their intention to support legislation that would eliminate or reduce
certain significant freedoms granted by the Staggers Rail Act. If enacted, these
proposals, or court or administrative rulings to the same effect under current
law, could have a significant adverse effect on the Company.
DEPENDENCE ON GOVERNMENT GRANTS
The Company has a history of attracting federal and state financial support
for rail infrastructure improvements. The Company believes that it is a critical
element of the transportation infrastructure in many of its territories and that
it enjoys strong support from state and federal politicians.
DEPENDENCE ON INDUSTRY AND GOVERNMENTAL AGENCY DEMAND FOR TRUCK TRAILERS
Through its wholly-owned subsidiary, Kalyn/Siebert, Inc. ("Kalyn"), the
Company manufactures a broad range of specialty truck trailers. Kalyn's
operations are dependent on the demand for its products. Unit sales of new truck
trailers have historically been subject to substantial cyclical variation. In
addition, periods of economic recession in the United States have historically
caused declines in the profitability of the trucking industry, have had a
materially adverse effect on industry-wide demand for new truck trailers and may
have a materially adverse effect on Kalyn's results of operations. Future
economic downturns or cyclical decreases in demand for truck trailers would
likely have a material adverse effect on Kalyn and the Company. Kalyn's sales to
governmental agencies accounted for approximately 35% of its sales in the year
ended December 31, 1996. In the year ended December 31, 1995, sales to
commercial accounts and governmental agencies represented 71% and 29%,
respectively, of Kalyn's sales. The majority of Kalyn's sales to governmental
agencies are to the ("GSA"), the purchasing arm of non-military agencies, and to
TACOM, a department of defense unit established to consolidate purchases for
various branches of the military. Accordingly, Kalyn believes the loss of GSA's
and/or TACOM's business would have a material adverse effect on Kalyn.
DEPENDENCE ON ONE TRUCK TRAILER MANUFACTURING SITE; DEPENDENCE ON KALYN REVENUES
Kalyn operates one manufacturing facility which, as of the date of this
Prospectus, was operating at approximately 50% of capacity. Sustained growth of
Kalyn's production and, in turn, its net sales are dependent on its ability to
cost efficiently increase production at its plant. In 1995, such sales from
Kalyn accounted for 59% of the Company's total revenues. Although Kalyn
accounted for a smaller percentage of revenues in the year ended December 31,
1996, a long-term interruption in the operation of Kalyn's plant, from labor
strikes, a natural disaster or other cause, whether or not covered by insurance,
could have a material adverse effect on the Company.
DEPENDENCE ON SUPPLIERS
Kalyn's ability to manufacture truck trailers is dependent upon receiving
supplies, or components and raw materials from a limited number of sources. To
date, Kalyn has experienced no material difficulties in procuring supplies,
components or materials. However, if deliveries of such items are delayed,
Kalyn's production ability may be decreased which could have a negative effect
on Kalyn's results of operations.
GOVERNMENTAL REGULATION OF TRUCKING INDUSTRY
Through its wholly-owned subsidiary, Steel City Carriers, Inc. ("Steel
City"), the Company operates a regional motor carrier from Sault Ste. Marie,
Ontario. Truck trailer length, height, width, gross vehicle weight and other
specifications are regulated within Canada by Transport Canada and the
individual Provinces of Canada and within the United States of America by the
National Highway Traffic Safety Administration and individual states within the
United States of America. Historically, changes and anticipated changes in these
6
<PAGE> 8
regulations have resulted in significant fluctuations in demand for new
trailers, thereby contributing to a cyclical industry. Changes or anticipation
of changes in these regulations can have a materially adverse impact on Kalyn's
manufacturing operations and sales.
MOTOR CARRIER OPERATIONS -- WEATHER CONDITIONS; CUSTOMER DEMAND; FUEL PRICES
Steel City's operations and results of operations have historically been
and may in the future be negatively affected by severe weather conditions. Steel
City's largest customer, Algoma Steel, accounted for 42% of Steel City's sales
in the year ended December 31, 1995. Although Algoma Steel accounted for a
smaller percentage of sales in the year ended December 31, 1996, Steel City
believes that the loss of Algoma Steel's business would have a material adverse
effect on Steel City. For the year ended December 31, 1995, fuel costs accounted
for approximately 11% of Steel City's motor carrier transportation expenses.
Accordingly, Steel City believes that its results of operations would be
negatively affected by material increases in the price of fuel. Even if Steel
City was capable of passing the increased cost of fuel on to its customers,
Steel City's results of operations may be negatively affected by a relative
reduction in demand for its services as a result of the higher cost of service.
COMPETITION
The Company's primary source of competition in its rail operations comes
from over-the-road trucks. While the Company must build or acquire and maintain
its rail system, trucks are able to use public roadways. Any future expenditures
materially increasing the roadway system in the Company's present or proposed
areas of operation (or legislation granting materially greater latitude for
trucks with respect to size or weight limitation) could have a significant
adverse effect on the Company's competitiveness.
The Company faces significant competition in the truck trailer
manufacturing industry which is highly competitive and has relatively low
barriers to entry. Kalyn competes with a number of other trailer manufacturers,
some of which have greater financial resources and higher sales than Kalyn.
Furthermore, Kalyn's products compete with alternative forms of shipping, such
as intermodal containers. There can be no assurance that Kalyn will be able to
continue to compete effectively with existing or potential competitors or
alternative forms of shipping containers.
AVAILABILITY OF ACQUISITION OPPORTUNITIES
The Company's ability to continue to expand its rail operations is
dependent in part on its ability to acquire additional rail properties. In
making acquisitions the Company competes with other short line and regional rail
operators, some of which are larger and have greater financial resources than
the Company. There can be no assurance that acquisition opportunities will be
available to the Company in the future or that the Company will be able to
compete successfully for available properties.
ACQUISITION STRATEGY; POTENTIAL NEED FOR ADDITIONAL FINANCING; DILUTION
The Company's business strategy includes the acquisition of additional
railroad properties or other transportation related businesses. The Company's
ability to implement this strategy is dependent on the availability of financing
alternatives for such acquisitions. There can be no assurance, however, that
such financing will be available or, if available, will be obtainable by the
Company on favorable terms. As of the date of this Prospectus, the Company had
22,169,357 shares of authorized but unissued Common Stock, and 1,000,000 shares
of authorized but unissued Preferred Stock. The Company could issue authorized
but unissued Common Stock or Preferred Stock in the future to finance future
acquisitions on terms which could be dilutive to the stock ownership of existing
shareholders. Due to the Company's business strategy which places an emphasis on
additional acquisitions of transportation-related companies, it is anticipated
that deferred acquisition costs will continue to accumulate. Termination of
acquisition efforts prior to successful completion will result in write-downs or
write-offs of deferred acquisition costs and corresponding charges against
earnings. Depending on the deferred acquisition costs associated with a
terminated acquisition effort, these charges may be material.
7
<PAGE> 9
DEPENDENCE ON KEY PERSONNEL
The Company's success is dependent on certain management and personnel,
including Gary O. Marino, its Chairman of the Board, President, Chief Executive
Officer and Treasurer. The Company's success is also dependent upon the efforts
of Robert B. Coward, the Vice President and General Manager of Kalyn. The loss
of the services of one or more of these executives could have an adverse effect
upon the business of the Company. While the Company believes that it would be
able to locate suitable replacements for these executives if their services were
lost to the Company, there can be no assurance it would be able to do so. Mr.
Marino has agreed, pursuant to an employment agreement, to serve the Company
until, at a minimum, March 1, 1998. Mr. Coward has agreed, pursuant to an
employment agreement, to serve the Company until, at a minimum, August 1997.
LIABILITY FOR CASUALTY LOSSES
The Company has obtained insurance coverage for losses arising from
personal injury and for property damage in the event of derailments or other
accidents or occurrences. While the Company believes, based upon its experience,
that its insurance coverage is adequate, under catastrophic circumstances the
Company's liability could exceed its insurance limits. Insurance is available
from only a very limited number of insurers and there can be no assurance that
insurance protection at the Company's current levels will continue to be
available or, if available, will be obtainable on terms acceptable to the
Company. The occurrence of losses or other liabilities which are not covered by
insurance or which exceed the Company's insurance limits could materially
adversely affect the financial condition of the Company.
ENVIRONMENTAL MATTERS
The Company's railroad operations and real estate ownership are subject to
extensive federal, state and local environmental laws and regulations
concerning, among other things, emissions to the air, discharges to waters, and
the handling, storage, transportation and disposal of waste and other materials.
While the Company believes it is in substantial compliance with all such
matters, any allegations or findings to the effect that the Company had violated
laws or regulations could have a materially adverse effect on the Company.
CERTAIN ANTI-TAKEOVER PROVISIONS
The Company's Amended and Restated Certificate of Incorporation contains
certain anti-takeover provisions that could have the effect of making it more
difficult for a third party to acquire, or of discouraging a third party from
attempting to acquire control of the Company without negotiating with its Board
of Directors. Such provisions could limit the price that certain investors might
be willing to pay in the future for the Company's securities. Certain of such
provisions provide for a classified Board of Directors with staggered terms, and
allow the Company to issue preferred stock with rights senior to those of the
Common Stock or impose various procedural and other requirements which could
make it more difficult for shareholders to effect certain corporate actions.
DIVIDEND POLICY
The Company has never declared or paid a dividend on its Common Stock, and
management of the Company expects that a substantial portion of the Company's
future earnings will be retained for expansion or development of the Company's
business, which may include additional acquisitions. Whether the Company will
pay dividends in the future will be at the discretion of the Company's Board of
Directors and will depend upon, among other things, future earnings, operations,
capital requirements and surplus, the general financial condition of the
Company, restrictive covenants in loan or other agreements to which the Company
may be subject, and such other factors as the Board of Directors may deem to be
relevant, including the desirability of cash dividends to shareholders.
8
<PAGE> 10
SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this Prospectus, the Company had 7,830,643 shares of
Common Stock issued and outstanding and 3,418,604 shares of Common Stock
reserved for issuance, including: (1) 631,383 shares of Common Stock reserved
for issuance upon exercise of the Class B Callable Stock Purchase Warrants
(exercise price $3.50 per share); (2) 444,440 shares of Common Stock reserved
for issuance upon conversion of $1,000,000 in principal amount of Convertible
Subordinated Promissory Notes (conversion price $2.25); (3) 364,961 shares of
Common Stock reserved for issuance upon conversion of $2,000,000 in principal
amount of Series A Convertible Subordinated Debentures (conversion price $5.48);
(4) 250,000 shares of Common Stock reserved for issuance upon exercise of
options granted under the 1992 Stock Option Plan (exercise price $3.50); (5)
440,000 shares of Common Stock reserved for issuance upon the exercise of
options granted to officers of the Company (exercise price $3.10 -- $5.00); (6)
207,500 and 13,500 shares of Common Stock reserved for issuance upon exercise of
options granted and yet to be granted, respectively, under the 1995 Stock
Incentive Plan (exercise price $3.50 -- $3.625); (7) 210,000 and 40,000 shares
of Common Stock reserved for issuance upon exercise of options granted and yet
to be granted, respectively, under the 1995 Non-Employee Director Stock Option
Plan (exercise price $3.50 -- $4.81); (8) 232,092 shares of Common Stock
reserved for issuance upon exercise of options yet to be granted under the 1995
Employee Stock Purchase Plan; (9) 127,500 shares of Common Stock issuable upon
exercise of a warrant issued to Eric D. Gerst (exercise price $4.09); (10)
50,000 shares of Common Stock reserved for issuance on August 31, 1997 to
certain employees of Kalyn; (11) 38,876 shares of Common Stock reserved for
issuance to certain key employees of Steel City; (12) 292,000 shares of Common
Stock reserved for issuance upon exercise of warrants issued to First London
Securities Corporation pursuant to placement agent agreements with the Company
(exercise price $4.60 -- $5.75); and (13) 76,352 shares of Common Stock reserved
for issuance upon exercise of underwriter's warrants granted to Keene Securities
(effective exercise price -- $4.16). Of the 7,830,643 shares of Common Stock
issued and outstanding, the Company believes that approximately 4,400,000 of the
shares are freely tradable without restriction or further registration under the
Securities Act, except for any shares purchased by an "affiliate" of the Company
(in general, a person who has a control relationship with the Company). The
Company believes the remaining approximately 3,400,000 outstanding shares of
Common Stock are "restricted securities", as that term is defined under Rule 144
promulgated under the Securities Act, in that such shares were issued and sold
by the Company in private transactions not involving a public offering.
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company, who has
beneficially owned restricted shares (as defined therein) for at least two
years, or affiliates of the Company who own shares, will be entitled to sell in
any three-month period a number of shares that does not exceed the greater of
(i) 1% of the then outstanding shares of Common Stock or (ii) the average weekly
trading volume of the Common Stock on Nasdaq during the four weeks immediately
preceding the date on which such person files a notice of the sale with the
Commission. Sales pursuant to Rule 144 also are subject to certain other
requirements relating to manner and notice of sale and availability of current
public information about the Company. A person (or persons whose shares are
aggregated) who is not deemed to have been an affiliate of the Company at any
time during the three months preceding the sale is entitled to sell restricted
shares pursuant to Rule 144(k) without regard to the limitations described
above, provided that three years have expired since the later of (i) the date on
which such restricted shares were acquired from the Company or (ii) the date
they were acquired from an affiliate of the Company.
The Commission has recently proposed amendments to Rule 144 and 144(k) that
would permit resales of "restricted" shares of Common Stock, under Rule 144
after a one-year, rather than a two-year holding period, subject to compliance
with the other provisions of Rule 144, and would permit resales of such shares
of Common Stock held by non-affiliates under Rule 144(k) after a two-year,
rather than a three-year holding period. Adoption of such amendments could
result in resales of shares of Common Stock sooner than would be the case under
Rule 144 and 144(k) as currently in effect. However, there can be no assurance
of when, if ever, such amendments will be approved.
9
<PAGE> 11
The possibility that substantial amounts of Common Stock may be issued
and/or freely resold in the public market may adversely affect prevailing market
prices for the Common Stock and could impair the Company's ability to raise
capital through the sale of its equity securities.
PROBLEMS INHERENT IN GROWTH AND ACQUISITIONS
Since its first acquisition, the Company has experienced significant growth
in revenues, primarily through the acquisition of transportation services
companies that fit its growth strategy. Since inception, the Company has
completed 12 acquisitions. The Company expects to continue its acquisition
strategy. Although the Company believes that additional acquisitions will
enhance the opportunity to increase net earnings, such acquisitions would result
in greater administrative burdens and create the financial risks of additional
operating costs and additional interest costs. Acquisitions also involve a
number of other risks, including diversion of management's attention to the
assimilation of operations and personnel of the acquired companies, the
difficulty of integrating acquired companies into the Company's management
information and financial reporting systems, possible adverse short-term effects
on the Company's operating results and an adverse impact on earnings from the
amortization of acquired intangible assets. There can be no assurance that the
Company's business will continue to grow in a similar fashion in the future,
that it will be able to find, finance and complete further suitable acquisitions
and integrate effectively any acquisitions made, that such acquisitions will be
profitable or that the Company can effectively adapt its management,
administrative and operational systems to respond to any future growth.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
Common Stock being offered by the Selling Shareholder hereunder.
Expenses expected to be incurred by the Company in connection with this
offering are estimated at approximately $10,000.
SELLING SHAREHOLDER
The Selling Shareholder has been Chairman of the Company's Board of
Directors and Treasurer of the Company since its formation in April 1992, Chief
Executive Officer since March 1, 1994 and President since July 1996, and he has
been Chairman of the Board and Treasurer of the Company's Huron & Eastern
Railway Company, Inc. subsidiary since 1986. The Selling Shareholder joined the
Company on a full-time basis in March 1994. Mr. Marino was also Chairman of
Huron Transportation Group, Inc. ("HTG") from its formation in 1987 until HTG
merged with RailAmerica Services Corporation, the wholly-owned subsidiary of the
Company in December 1993. From 1984 until October 1993, the Selling Shareholder
was the Chairman, President and Chief Executive Officer of BRCC, a former
stockholder of the Company. He received his B.A. from Colgate University in 1966
and an M.B.A. from Fordham University in 1973.
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by the Selling Shareholder.
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF NUMBER OF SHARES OF
SHARES OWNED SHARES COMMON STOCK OWNERSHIP OF SHARES OF
NAME AND ADDRESS OF PRIOR TO REGISTERED HELD PRIOR TO COMMON STOCK AFTER
SELLING SHAREHOLDER OFFERING(1) HEREBY OFFERING OFFERING(3)
------------------- ------------ ---------- ------------- -----------------------
SHARES PERCENTAGE
------- ----
<S> <C> <C> <C> <C> <C>
Gary O. Marino.................... 474,500(1)(2) 20,000 6.06% 454,500 5.80%
301 Yamato Road, Suite 1190
Boca Raton, Florida 33431
</TABLE>
- ---------------
(1) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of options or
warrants. Each beneficial owner's percentage ownership is determined by
assuming that options or warrants that are held by such person (but not
those held by any other person) and that are exercisable within 60 days
have been exercised. The Company believes that
10
<PAGE> 12
the Selling shareholder has sole voting and investment power with respect
to all shares of Common Stock beneficially owned by him.
(2) Includes (i) 40,000 shares of Common Stock issuable upon the exercise of
presently exercisable options to purchase Common Stock at $3.50 per share
granted under the Company's 1992 Stock Option Plan and (ii) 10,000 shares
of Common Stock issuable upon the exercise of presently exercisable options
to purchase Common Stock at $3.625 per share granted under the Company's
1995 Stock Incentive Plan. Also includes (i) 87,500 shares of Common Stock
issuable upon the exercise of presently exercisable options to purchase
Common Stock at $3.10 per share, (ii) 87,500 shares of Common Stock
issuable upon exercise of presently exercisable options to purchase Common
Stock at $3.40 per share and (iii) 87,500 shares of Common Stock issuable
upon the exercise of presently exercisable options to purchase Common Stock
at $3.75 per share, and (iv) 87,500 shares of Common Stock issuable upon
the exercise of presently exercisable options to purchase Common Stock at
$4.15 per share, all of which options were granted pursuant to the terms of
Mr. Marino's employment agreement.
(3) Assumes all Shares registered hereby are sold even though the Selling
Shareholder has undertaken not to sell any of the Shares until after May
22, 1998, without the consent of the Board of Directors of the Company.
Thereafter, the Selling Shareholder may sell all, some or none of his
Shares.
PLAN OF DISTRIBUTION
The Selling Shareholder has undertaken not to sell any of the Shares until
after May 22, 1998, without the consent of the Board of Directors of the
Company. Thereafter, the Selling Shareholder has advised the Company that he may
from time to time sell all or part of the Shares in one or more transactions
(which may include block transactions) in the over-the-counter market, on the
Nasdaq (or any exchange on which the Common Stock may then be listed), in
negotiated transactions through the writing of options on the Shares (whether
such options are listed on an options exchange or otherwise), or a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Shareholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholder and/or purchasers of the Shares for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholder may also pledge the Shares as collateral for margin accounts or
loans and the Shares could be resold pursuant to the terms of such accounts or
loans. In connection with such sales, the Selling Shareholder and any broker-
dealers or agents participating in such sales may be deemed to be underwriters
as that term is defined under the Securities Act. Neither the Company nor the
Selling Shareholder can presently estimate the amount of commissions or
discounts, if any, that will be paid by the Selling Shareholder on account of
his sale of Common Stock from time to time.
Under the securities laws of certain states, the Shares may be sold in such
states only through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been registered
or qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.
The Company will pay all of the expenses, estimated to be approximately
$10,000, incident to the registration, offer and sale of the Shares to the
public hereunder other than commissions, fees and discounts of underwriters,
brokers, dealers and agents and attorneys' fees incurred by Selling Shareholder.
The Company will not receive any of the proceeds from the sale of any of the
Shares by the Selling Shareholder.
Under applicable rules and regulations promulgated pursuant to the Exchange
Act, any person engaged in the distribution of Common Stock may not
simultaneously engage in market making activities with respect to the Common
Stock of the Company for a period of two business days prior to the commencement
of such distribution. In addition, and without limiting the foregoing, each
person engaged in the distribution of Common Stock will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Rules 10b-6 and 10b-7, which provisions may limit
the timing and purchases and sales of shares of the Company's Common Stock.
11
<PAGE> 13
The Selling Shareholder has advised the Company that he will comply with
Rule 10b-6 promulgated under the Exchange Act in connection with all resales of
the Shares offered hereby.
The Company has been advised by the Selling Shareholder that he has not, as
of the date of this Prospectus, entered into any arrangement with a
broker-dealer for the sale of the Shares.
At the time a particular offer of Common Stock is made by the Selling
Shareholder, to the extent required, a supplemental Prospectus will be
distributed which will set forth the number of Shares of Common Stock being
offered and the terms of the offering, including the name or names of any
underwriters, dealers, or agents, the purchase price paid by the underwriters
for the Shares of Common Stock purchased from the Selling Shareholder, and any
discounts, commissions or concessions allowed or re-allowed or paid to the
dealers.
DESCRIPTION OF CAPITAL STOCK
The following summary is qualified in its entirety by reference to the
Company's Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and Bylaws.
GENERAL
The Company is authorized to issue 30,0000,000 shares of Common Stock
having a par value of $.001 per share and 1,000,000 shares of Preferred Stock
having a par value of $.001 per share. As of the date of this Prospectus, the
Company had 7,830,643 shares of Common Stock outstanding and no shares of
Preferred Stock outstanding.
COMMON STOCK
Each share of Common Stock entitles the holder thereof to vote on all
matters submitted to a vote of the stockholders. Since the holders of Common
Stock do not have cumulative voting rights, holders of more than 50% of the
outstanding shares can elect on an annual basis the entire class of Directors
then standing for election and holders of the remaining shares by themselves
cannot elect any Directors. The holders of Common Stock have no preemptive
rights or rights to convert their Common Stock into other securities. Holders of
Common Stock are entitled to receive ratably such dividends as may be declared
in respect of the Common Stock by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding up of
the Company, holders of the Common Stock have the right to a ratable portion of
the assets remaining after payment of liabilities. All shares of Common Stock
outstanding are and the shares of Common Stock to be sold in this Offering will
be, when issued, fully paid and non-assessable. The transfer agent for the
Common Stock is American Stock Transfer and Trust Company, 40 Wall Street, New
York, New York 10005.
PREFERRED STOCK
The Board of Directors has the authority to issue up to 1,000,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series, the voting powers, designations, preferences and
relative participation, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights and dividend
rate, terms of redemption (including sinking fund provisions), redemption price
or prices, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the shareholders.
The issuance of Preferred Stock by the Board of Directors could affect the
rights of the holders of the Common Stock. For example, such issuance could
result in a class of securities outstanding that would have preferences with
respect to voting rights and dividends, and in liquidation, over the Common
Stock, and could (upon conversion or otherwise) enjoy all the rights appurtenant
to Common Stock. Because the Board of Directors is authorized to determine the
rights, preferences, privileges and restrictions granted to and imposed on any
series of Preferred Stock (without stockholder approval), the issuance of any
series of Preferred Stock could adversely affect the voting power
12
<PAGE> 14
and other rights of the holders of Common Stock and could be used as an
anti-takeover measure by the Company without any further action by the holders
of Common Stock.
DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS
The Certificate of Incorporation contains the following special provisions
that may delay, defer or prevent a change in control of the Company:
The Board of Directors is divided into three classes, with members
serving three-year terms ending in successive years. An objective of the
classified Board of Directors is to facilitate continuity and stability of
the Company's management and policies, since a majority of the Directors at
any given time will have prior experience as Directors of the Company.
However, classification also moderates the pace of any change in control of
the Company, because it makes it more difficult for the stockholders to
change a majority of the Board of Directors, for any reason. It would take
at least two annual meetings to elect a majority of the Board of Directors,
unless the Certificate of Incorporation were amended to eliminate
provisions for a classified Board of Directors.
The Certificate of Incorporation also provides that Directors may only
be removed, with cause, by the vote of the holders of at least two-thirds
(66 2/3%) of the voting power of the outstanding voting stock of the
Company or 51% of such voting power, together with the vote of a majority
of "Disinterested Directors" as defined in the Certificate of
Incorporation. In addition, the Certificate of Incorporation provides that
the Board of Directors may, from time to time, fix the number of Directors
constituting the Board of Directors and fill vacancies on the Board of
Directors.
The Certificate of Incorporation limits the liability of Directors to
the maximum extent permitted by the General Corporation Law of Delaware
(the "Delaware Corporate Code"). Such Delaware law provides that the
Directors of a corporation will not be personally liable to such
corporation or its stockholders for monetary damages for breach of their
fiduciary duties as Directors, except for liability (i) for any breach of
their duty of loyalty to the corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware Corporate Code; or (iv) for any transaction from which the
Director derives an improper personal benefit. The Certificate of
Incorporation also provides that the Company shall indemnify its Directors
and Officers to the fullest extent permitted by Delaware law, except
against actions by the Company approved by the Board of Directors, and
requires the Company to advance expenses to such Directors and Officers to
defend any action for which rights of indemnification are provided in the
Certificate of Incorporation, and also permits the Board of Directors to
grant such rights to its employees and agents.
The Company is subject to the provisions of Section 203 of the
Delaware Corporate Code. In general, Section 203 prohibits certain
publicly-held Delaware corporations from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person or entity became an
interested stockholder, unless the business combination is approved in a
prescribed manner or certain other exceptions apply. For purposes of
Section 203, a "business combination" is defined broadly to include
mergers, asset sales and other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an
"interested stockholder" is a person or entity who, together with
affiliates and associates, owns, or within the three immediately preceding
years of a business combination did own, 15% or more of the corporation's
outstanding voting stock.
In addition to being subject to Section 203, the Certificate of
Incorporation also provides that where a vote of stockholders is otherwise
required under Delaware law to approve a merger or consolidation,
dissolution, reorganization, recapitalization or sale of substantially all
of the Company's assets, no such action can be taken unless approved by a
vote of two-thirds (66 2/3%) of the voting power of the shares entitled to
vote thereon (the "Special Voting Provision"). The Special Voting Provision
could make it more difficult for a third party, or could discourage a third
party from attempting, to takeover the
13
<PAGE> 15
Company and therefore may limit the price that certain investors might be
willing to pay in the future for shares of the Company's Common Stock.
In accordance with the Certificate of Incorporation, for nominations
for the Board of Directors or for other business to be properly brought by
a stockholder before an annual meeting of stockholders, the stockholder
must first have given timely notice thereof in writing to the Secretary of
the Company. To be timely, a stockholder's notice generally must be
delivered not less than sixty days nor more than ninety days prior to the
annual meeting. The notice must contain, among other things, certain
information about the stockholder delivering the notice and as applicable,
background about the nominee or a description of the proposed business to
be brought before the meeting.
The Certificate of Incorporation provides that, if the Company has 10
or more stockholders, no action is permitted to be taken by the
stockholders of the Company by written consent. Special meetings may be
called only by the Board of Directors, the Chairman of the Board or the
President of the Company. These provisions could have the effect of
delaying until the next annual stockholders' meeting stockholder actions
which are favored by the holders of a majority of the outstanding voting
securities of the Company. These provisions may also discourage another
person or entity from making a tender offer for the Company's Common Stock,
because such person or entity, even if it acquired a majority of the
outstanding voting securities of the Company, would be able to take action
as a stockholder (such as electing new Directors or approving a merger)
only at a dully called stockholders' meeting, and not by written consent.
The Delaware Corporate Code provides generally that the affirmative
vote of a majority of the shares entitled to vote on any matter is required
to amend a corporation's certificate of incorporation or by-laws, unless a
corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage. The affirmative vote of the holders of at
least two-thirds (66 2/3%) of the outstanding voting stock of the Company
is required to amend or repeal any of the foregoing provisions in the
Certificate of Incorporation, or, in the case of each of the foregoing
provisions other than the vote required for a merger or consolidation,
etc., 51% of the voting stock and a majority of "Disinterested Directors."
Such stockholder vote would be in addition to any separate class vote that
might in the future be required pursuant to the terms of any Preferred
Stock that might be outstanding at the time any such amendments are
submitted to stockholders.
EXPERTS
The financial statements of the Company and its consolidated subsidiaries
as of December 31, 1995 and 1994, and for each of the years in the two-year
period ended December 31, 1995, have been incorporated by reference in this
prospectus and registration statement from the Company's Annual Report on Form
10-KSB in reliance upon the report of Coopers & Lybrand L.L.P, independent
certified public accountants, which is incorporated herein by reference, and
upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
for in such statute. The Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted under the Delaware General Corporation Law. See "Description of
Capital Stock-Delaware Law and Certain Charter and Bylaw Provisions."
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or controlling persons of the Company,
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission (the
"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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense
14
<PAGE> 16
of any suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered hereunder, the Company
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.
15
<PAGE> 17
======================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THIS OFFERING, AND ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY
UNDERWRITER OR ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO OR SOLICITATION OF ANY
PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN CONTAINED IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF
THIS PROSPECTUS.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Summary............................... 4
Risk Factors.......................... 5
Use of Proceeds....................... 10
Selling Shareholder................... 10
Plan of Distribution.................. 11
Description of Capital Stock.......... 12
Experts............................... 14
Indemnification of Directors and
Officers............................ 14
</TABLE>
======================================================
======================================================
20,000 SHARES
RAILAMERICA, INC.
COMMON STOCK
-------------------------
PROSPECTUS
-------------------------
February 19, 1997
======================================================
<PAGE> 18
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
See "Incorporation of Certain Documents by Reference" in the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES
See "Description of Capital Stock" in the Prospectus.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant has the authority under Section 145 of the Delaware General
Corporation Law to indemnify its directors and officers to the extent provided
for in such statute. Under Article VII of the Registrant's Amended and Restated
Articles of Incorporation, each person who is a director or officer of the
Registrant shall be indemnified by the Registrant to the fullest extent
permitted by the provisions of the Delaware General Corporation Law. See
"Indemnification of Directors and Officers" in the Prospectus. At present there
is no pending litigation or proceedings involving a director or officer of the
Registrant as to which indemnification is being sought, nor is the Registrant
aware of any threatened litigation that may result in claims for indemnification
by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The Registrant and the Selling Shareholder entered into an agreement
effective as of January 2, 1997 whereby the Registrant agreed to issue and sell
to the Selling shareholder 20,000 shares ("Shares") of the Registrant's Common
Stock at a purchase price of $95,000 ("Purchase Price"), payable by execution of
a promissory note in an amount equal to the Purchase Price. The foregoing sale
was made in accordance with Regulation D promulgated under the Securities Act of
1933, as amended.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -----------
<C> <C> <S>
2.1 -- Stock Purchase Agreement dated as of January 2, 1997 by and
between the Issuer and Gary O. Marino.
4.1 -- Amended and Restated Articles of Incorporation of the Issuer
incorporated by reference to the same exhibit number filed
as part of the Company's Form 10-QSB for the quarter ended
September 30, 1995, filed with the Securities and Exchange
Commission on November 12, 1995.
4.2 -- Bylaws of the Issuer incorporated by reference to the same
exhibit number filed as part of the Company's Form 10-QSB
for the quarter ended September 30, 1995, filed with the
Securities and Exchange Commission on November 12, 1995.
23.2 -- Consent of Coopers & Lybrand L.L.P.
24.1 -- Power of Attorney: Included Herein
</TABLE>
II-1
<PAGE> 19
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any additional or changed material information on the plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.
(c) 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, 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 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 counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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.
II-2
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boca Raton, State of Florida, as of the 19th day of
February, 1997.
RAILAMERICA, INC.
By: /s/ GARY O. MARINO
--------------------------------------
Gary O. Marino, Chairman, President,
Chief Executive Officer and Treasurer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Gary O. Marino and Larry W. Bush his true
and lawful attorneys-in-fact, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this Registration Statement, and to file the same,
with exhibits thereto, and other documents to be filed in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that said attorneys-in-fact or their substitutes, each acting alone, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of February 19, 1997.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ GARY O. MARINO Chairman, President, Chief February 19, 1997
- ----------------------------------------------------- Executive Officer and
Gary O. Marino Treasurer (Principal
Executive Officer and
Principal Financial
Officer)
/s/ JOHN H. MARINO Vice Chairman, Senior February 19, 1997
- ----------------------------------------------------- Transportation Officer and
John H. Marino Assistant Secretary
/s/ DOUGLAS R. NICHOLS Director February 19, 1997
- -----------------------------------------------------
Douglas R. Nichols
/s/ RICHARD RAMPELL Director February 19, 1997
- -----------------------------------------------------
Richard Rampell
/s/ DONALD D. REDFEARN Executive Vice President, February 19, 1997
- ----------------------------------------------------- Secretary and Director
Donald D. Redfearn
/s/ JOHN M. SULLIVAN Director February 19, 1997
- -----------------------------------------------------
John M. Sullivan
/s/ CHARLES SWINBURN Director February 19, 1997
- -----------------------------------------------------
Charles Swinburn
/s/ ROBERT F. TOIA Director February 19, 1997
- -----------------------------------------------------
Robert F. Toia
/s/ LARRY W. BUSH Controller (Principal February 19, 1997
- ----------------------------------------------------- Accounting Officer)
Larry W. Bush
</TABLE>
II-3
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ------ -----------
<C> <S> <C> <C>
2.1 -- Stock Purchase Agreement dated as of January 2, 1997 by and
between the Issuer and Gary O. Marino.......................
23.2 -- Consent of Coopers & Lybrand L.L.P. ........................
24.1 -- Power of Attorney: Included Herein..........................
</TABLE>
II-4
<PAGE> 1
EXHIBIT 2.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this "Agreement") is entered into as of
January 2, 1997 by and between GARY O. MARINO (the "Purchaser"), and
RAILAMERICA, INC., a Delaware corporation (the "Company").
1. PURCHASE AND SALE. The Purchaser hereby purchases from the
Company, and the Company hereby sells to the Purchaser, Twenty Thousand
(20,000) shares (the "Shares") of Common Stock, par value $.01 per share, of
the Company, at a purchase price (the "Purchase Price") of Ninety-Five Thousand
Dollars ($95,000). As payment for the Shares, the Purchaser shall deliver to
the Company upon execution of this Agreement, a promissory note in the form
attached as Exhibit "A" hereto in the principal amount equal to the Purchase
Price, executed by the Purchaser in favor of the Company, dated as of the date
hereof (the "Note"). Upon its receipt of the executed Note from the Purchaser,
the Company shall deliver to the Purchaser certificates representing the Shares
issued in the name of the Purchaser and containing the legend referred to in
Section 5 hereof.
2. ELECTION UNDER SECTION 83(B). The Purchaser shall, within
thirty (30) days of the date hereof, make an election under Section 83(b) of
the Internal Revenue Code, with respect to the purchase of the Shares.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to and covenants with the Purchaser as follows:
(a) The Shares have been validly issued and are fully
paid and non-assessable, and no personal liability
will attach to the ownership thereof; and
(b) This Agreement has been duly executed and delivered
by the Company and constitutes a legal, valid and
binding obligation of the Company, enforceable
against the Company in accordance with its terms.
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser
hereby represents and warrants to, and covenants with the Company as follows:
(a) The Purchaser is purchasing the Shares for his own
account and not on behalf of any other person; the
Purchaser is aware and acknowledges that the Shares
are "restricted securities," as defined in Rule 144
under the Securities Act of 1933, as amended (the
"1933 Act"), that the Shares have not been registered
under the 1933 Act and may not be offered or sold
unless the Shares are registered under the 1933 Act
or an exemption from the registration requirements of
the 1933 Act is available;
<PAGE> 2
(b) The Purchaser has received and carefully reviewed all
the reports required to be filed by the Company under
the 1934 Act (the "Company Reports"); and the
Purchaser has not been furnished with any offering
materials or literature relating to the offer and
sale of the Shares;
(c) The Purchaser is an executive officer of the Company;
the Purchaser has been furnished all information that
he deems necessary to enable him to evaluate the
merits and risks of an investment in the Company; the
Purchaser has had a reasonable opportunity to ask
questions of and receive answers from the Company
concerning the Company and the Shares, and all such
questions, if any, have been answered to the full
satisfaction of the Purchaser;
(d) No person or entity other than the Purchaser has (i)
any rights in and to the Shares or the Shares, which
rights were obtained through or from the Purchaser or
(ii) any rights to acquire the Shares, which rights
were obtained through or from the Purchaser;
(e) The Purchaser has such knowledge and expertise in
financial and business matters that the Purchaser is
capable of evaluating the merits and risks involved
in an investment in the Shares; and the Purchaser is
financially able to bear the economic risk of the
investment in the Shares, including a total loss of
such investment;
(f) The Purchaser represents that he has adequate means
of providing for his current needs and has no need
for liquidity in this investment. The Purchaser has
no reason to anticipate any material change in his
financial condition for the foreseeable future;
(g) The Purchaser is aware that the purchase of the
Shares is a speculative investment involving a high
degree of risk and that there is no guarantee that
the Purchaser will realize any gain from this
investment, and that the Purchaser could lose the
total amount of his investment;
(h) The Purchaser understands that no United States
federal or state agency had made any finding or
determination regarding the fairness of the offering
of the Shares for investment, or any recommendation
or endorsement of the offering of the Shares;
(i) The Purchaser is purchasing the Shares for
investment, with no present intention of dividing or
allowing others to participate in such investments or
of reselling, or otherwise participating directly or
indirectly, in a distribution of the Shares, and
shall not make any sale, transfer or pledge thereof
without registration under the Act and any
-2-
<PAGE> 3
applicable securities laws of any state or unless an
exemption from registration is available;
(j) Except as set forth herein, no representations or
warranties have been made to the Purchaser by the
Company or any agent, employee or affiliate of the
Company, and in entering into this transaction the
Purchaser is not relying upon any information, other
than that contained in the Company Reports and the
results of independent investigation by the
Purchaser; and
(k) The Purchaser understands that the Shares are being
offered and sold to him in reliance on specific
exemptions from the registration requirements of
United States federal and state securities laws and
that the Company is relying upon the truth and
accuracy of the representations, warranties,
agreements, acknowledgements and understandings of
the Purchaser set forth herein in order to determine
the applicability of such exemptions and the
suitability of Purchaser to acquire the Shares.
5. LEGEND. A legend substantially in the following form will be
on each Share certificate issued in accordance with this Agreement:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), NOR
UNDER ANY STATE SECURITIES LAW AND ARE RESTRICTED SECURITIES
AS THAT TERM IS DEFINED UNDER RULE 144 PROMULGATED UNDER THE
ACT. THE SHARES SHALL NOT BE TRANSFERRED, SOLD, ASSIGNED OR
HYPOTHECATED UNTIL EITHER (I) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS DECLARED EFFECTIVE UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAW OR (II) THE ISSUER RECEIVES AN
OPINION OF COUNSEL TO THE ISSUER OR OTHER COUNSEL TO THE
HOLDER OF SUCH SHARES, WHICH OPINION IS SATISFACTORY TO THE
ISSUER AND ITS COUNSEL THAT SUCH SECURITIES MAY BE
TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE SECURITIES LAWS. THESE SHARES ARE SUBJECT TO CERTAIN
TRANSFER RESTRICTIONS CONTAINED IN A PURCHASE AGREEMENT WITH
THE ISSUER.
The Purchaser further acknowledges that (a) any necessary stop
transfer orders will be placed upon the certificates for the securities
compromising the Shares in accordance with the 1933 Act, and (b) the Company is
under no obligation to aid the Purchaser in obtaining any exemption from
registration requirements.
-3-
<PAGE> 4
6. MODIFICATION; ENTIRE AGREEMENT; GOVERNING LAW; BINDING EFFECT.
This Agreement (i) may only be modified by a written instrument executed by the
parties hereto; (ii) sets forth the entire agreement of the such parties with
respect to the subject matter hereof; (iii) shall be governed by the laws of
the State of Florida applicable to contracts made and to be wholly performed
therein; and (iv) shall inure to the benefit of and be binding upon the parties
and their respective heirs, legal representatives, successors and assigns.
7. NOTICES. All notices or other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered
personally or mailed by certified or registered mail, return receipt requested,
postage prepaid, to the addresses set forth below, or to such other address as
any of the parties shall have designated to the others by like notice:
PURCHASER: Gary O. Marino
3735 Devon Court South
Boca Raton, Florida 33496
COMPANY: RailAmerica, Inc.
301 Yamato Road
Suite 1190
Boca Raton, Florida 33431
IN WITNESS WHEREOF, the Company and the Purchaser have each executed
this Agreement as of the date set forth above.
THE COMPANY: THE PURCHASER:
RAILAMERICA, INC.
By: /s/ /s/
------------------------- -------------------------
President GARY O. MARINO
, President
----------
-4-
<PAGE> 5
EXHIBIT A
PROMISSORY NOTE
-5-
<PAGE> 6
$95,000 Effective as of January 2, 1997
PROMISSORY NOTE
---------------
(Non-Negotiable)
FOR VALUE RECEIVED, the undersigned GARY O. MARINO ("Borrower")
promises to pay to RAILAMERICA, INC. (the "Company"), at 301 Yamato Road, Suite
2222, Boca Raton, Florida 33431, or at such other place or places as the holder
of this Note may from time to time designate in writing, the principal sum of
Ninety-Five Thousand Dollars ($95,000) in lawful money of the United States
(the "Loan"), together with interest in like lawful money from the date of
this Note set forth above at the rate of six percent (6%) per annum.
1. PAYMENTS. Subject to the provisions of Section 2 hereof,
Borrower shall pay the interest and principal of this Note in two installments.
The first installment shall be equal to Forty Nine Thousand Six Hundred
Eighty-Six Dollars ($49,686), and shall be due and payable on May 22, 1997. The
second installment shall be equal to Fifty Thousand Three Hundred Fifty Dollars
($50,350), and shall be due and payable on May 22, 1998 (the "Maturity Date").
2. EVENTS OF DEFAULT. The entire unpaid principal balance of the
Loan, together with all unpaid interest accrued thereon and all other sums
owing under this Note shall at the option of the Company become immediately due
and payable without notice or demand upon the occurrence of any one or more of
the following events ("Events of Default"):
(a) the failure of Borrower to pay any sum when due under
this Note, and such failure shall continue unremedied for ten (10) days after
such payment is due; or
(b) Borrower shall (i) admit in writing his inability to
pay his debts as they mature or generally fail to pay such debts as they
mature; (ii) make a general assignment for the benefit of creditors; (iii) be
adjudicated as bankrupt or insolvent; or (iv) file a voluntary petition in
bankruptcy, or a petition or an answer seeking an arrangement with creditors,
or seeking to take advantage of any bankruptcy, insolvency, readjustment of
debt, law or statute or an answer admitting an act of bankruptcy alleged in a
petition filed against Borrower in any proceeding under any such law.
3. EMPLOYMENT AGREEMENT. Borrower and the Company have entered
into an Executive Employment Agreement, dated as of March 1, 1994 (the
"Employment Agreement"). This Note is the promissory note referred to in that
certain First Amendment to the Employment Agreement (the "Amendment"), dated as
of the date hereof and entered into between the
<PAGE> 7
Borrower and the Company. Pursuant to the Amendment and so long as the
Employment Agreement is in effect, the Company has agreed under certain
circumstances specified in the Amendment to pay bonuses to the Borrower, to be
applied against amounts due under this Note.
4. DEFAULT RATE OF INTEREST. At the Company's sole option the
entire unpaid principal balance of the Loan shall bear interest until paid at an
augmented annual rate (the "Default Rate") from and after the occurrence and
during the continuation of any Event of Default, regardless of whether the
Company also elects to accelerate the maturity of the Loan; provided, however,
that after judgment all such sums shall bear interest at the greater of the
Default Rate or the rate prescribed by applicable law for judgments. At the
Company's sole option, all interest which accrues at the Default Rate shall be
due and payable on the Company's demand from time to time, but absent such
demand shall be due and payable on the regularly scheduled dates for payments
under this Note. The Default Rate shall equal eighteen percent (18%) per annum,
but in no event in excess of the maximum interest rate permitted by applicable
law.
5. RIGHTS AND REMEDIES OF THE PAYEE. The Company's delay in
exercising or failure to exercise any rights or remedies to which the Company
may be entitled if any Event of Default occurs shall not constitute a waiver of
any of the Company's rights or remedies with respect to that or any subsequent
Event of Default, whether of the same or a different nature, nor shall any
single or partial exercise of any right or remedy by the Company preclude any
other or further exercise of that or any other right or remedy.
6. WAIVER AND CONSENT. To the fullest extent permitted by law,
Borrower hereby: (a) waives demand, presentment, protest, notice of dishonor,
suit against or joinder of any other person, and all other requirements
necessary to charge or hold Borrower liable with respect to the Loan; (b)
waives any right to immunity from any such action or proceeding and waives any
immunity or exemption of any property, wherever located, from garnishment,
levy, execution, seizure or attachment prior to or in execution of judgment, or
sale under execution or other process for the collection of loans; (c) waives
any right to interpose any set-off or counterclaim or to plead any statute of
limitations as a defense in any such action or proceeding, and waives all
statutory provisions and requirements for the benefit of Borrower, now or
hereafter in force; (d) submits to the jurisdiction of the state and federal
courts in the State of Florida for purposes of any such action or proceeding;
and (e) agrees that the venue of any such action or proceeding may be laid in
Dade County, Florida and waives any claim that the same is an inconvenient
forum.
7. COSTS, INDEMNITIES AND EXPENSES. Borrower agrees to pay all
filing fees and similar charges and all reasonable costs incurred by the
Company in collecting or securing or attempting to collect or secure the Loan,
including reasonable attorney's fees, whether or not involving litigation
and/or appellate, administrative or bankruptcy proceedings. The Company,
pursuant to the Amendment, agrees to pay any documentary stamp taxes,
intangible taxes or other taxes (except for federal or state income or
franchise taxes based on the Company's net income) which may now or hereafter
apply to the Loan or any payment made in respect of the Loan.
- 2 -
<PAGE> 8
8. MAXIMUM INTEREST RATE. In no event shall any agreed to or
actual exaction charged, reserved or taken as an advance or forbearance by the
Company as consideration for the Loan exceed the limits (if any) imposed or
provided by the law applicable from time to time to the Loan for the use or
detention of money or for forbearance in seeking its collection; the Company
hereby waives any right to demand such excess. In the event that the interest
provisions of this Note or any exactions provided for in this Note shall result
at any time or for any reason in an effective rate of interest that transcends
the maximum interest rate permitted by applicable law (if any), then without
further agreement or notice the obligation to be fulfilled shall be
automatically reduced to such limit and all sums received by the Company in
excess of those lawfully collectible as interest shall be applied against the
principal of the Loan immediately upon the Company's receipt thereof, with the
same force and effect as though the payor had specifically designated such
extra sums to be so applied to principal and the Company had agreed to accept
such extra payment(s) as a premium-free prepayment or prepayments. During any
time that the Loan bears interest at the maximum lawful rate (whether by
application of this Section, the Default Rate provisions of this Note or
otherwise), interest shall be computed on the basis of the actual number of
days elapsed and the actual number of days in the respective calendar year.
9. GOVERNING LAW. This Note shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida.
10. INTERPRETATION. Whenever used in this Note, words in the
singular include the plural, words in the plural include the singular, and
pronouns of any gender include the other genders, all as may be appropriate.
Any provision of this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction only, be ineffective only to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
11. MISCELLANEOUS. This Note cannot be changed or modified orally.
This Note may be prepaid in whole or in part at any time without penalty.
12. WAIVER OF JURY TRIAL. THE COMPANY AND BORROWER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EACH MAY HAVE TO A
TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREIN, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY.
- 3 -
<PAGE> 9
13. EXECUTION. This Note is signed, sealed and delivered to be
effective as of the date first written above.
BORROWER:
Address of Borrower:
/s/ Gary O. Marino
3735 Devon Court South ------------------
Boca Raton, Florida 33496 GARY O. MARINO
- 4 -
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 of our report dated March 15, 1996, on our audits of the
consolidated financial statements of RailAmerica, Inc. and Subsidiaries as of
December 31, 1995 and 1994 and for the years then ended appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995. We
also consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND LLP
- --------------------------------------
Coopers & Lybrand LLP
West Palm Beach, Florida
February 19, 1997
