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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) JANUARY 8, 1998
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RAILAMERICA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-20618 65-0328006
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(Commission File Number) (IRS Employer Identification No.)
301 YAMATO ROAD, SUITE 1190
BOCA RATON, FLORIDA 33431
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (561) 994-6015
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On January 8, 1998, RailAmerica, Inc., a Delaware corporation (the
"Registrant"), issued a press release announcing the decision of its Board of
Directors to adopt a Common Stock Purchase Rights Agreement.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Common Stock Purchase Rights Agreement, dated as of
January 6, 1998, between the Registrant and American Stock
Transfer & Trust Company.(1)
99 Press release, dated January 8, 1998, announcing the
Registrant's adoption of a Common Stock Purchase Rights
Agreement.(2)
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(1) Incorporated by reference to the exhibit of the same number filed as
part of the Registrant's Registration Statement on Form 8-A, filed on
January 8, 1998.
(2) Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RAILAMERICA, INC.
Dated: January 8, 1998 By: /s/ DONALD D. REDFEARN
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Donald D. Redfearn
Executive Vice President
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99 Press release, dated January 8, 1998, announcing the
Registrant's adoption of the Common Stock Purchase Rights Plan
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EXHIBIT 99
RAILAMERICA, INC. DECLARES DIVIDEND
DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS
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Boca Raton, FL, January 8, 1998 - RailAmerica, Inc. (NASDAQ/NNM: RAIL)
announced today that its Board of Directors adopted a Common Stock Purchase
Rights Plan and declared a dividend distribution of one Common Stock Purchase
Right on each outstanding share of the Company's common stock.
Mr. Gary O. Marino, Chairman, President and Chief Executive Officer of
RailAmerica, Inc., said, "The plan is similar to plans adopted by many other
public companies. The Rights are designed to assure that all of RailAmerica's
stockholders receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers,
squeeze-outs, open market accumulations and other coercive or unfair tactics to
gain control of the Company which might provide inadequate value to
stockholders. We are not aware of any efforts to acquire the Company. The Plan
is a precaution taken to protect the rights of our stockholders."
The Rights are intended to enable all RailAmerica stockholders to
realize the long-term value of their investment in the Company. They will not
prevent a takeover, but should encourage anyone seeking to acquire the Company
to negotiate with the Board prior to attempting a takeover.
Each Right has an initial exercise price of $36.00 for one share of the
Company's common stock. The Rights will be exercisable only upon the earlier to
occur of (i) ten business days following a public announcement that a person or
group has acquired 15% or more of RailAmerica's common stock (or 10% of such
stock under certain circumstances) or (ii) ten business days following the
commencement of a tender offer the consummation of which would result in
ownership by a person or group of 15% or more of the common stock (or 10% of
such stock under certain circumstances). Upon such occurrence, each Right (other
than Rights owned by such person or group) will entitle the holder to purchase
from the Company the number of shares of the Company's common stock having a
market value equal to twice the exercise price of the Right.
If RailAmerica is acquired in a merger or other business combination
transaction, or sells more than 50% of its assets or earning power, after a
person or group has acquired 15% or more of the Company's outstanding common
stock (or 10% of such stock under certain circumstances), each Right (other than
Rights owned by such person or group) will entitle its holder to purchase, at
the Right's then-current exercise price, a number of the acquiring company's
common shares having a market value of twice such price.
Following the acquisition by a person or group of 15% or more of the
Company's common stock (or 10% of such stock under certain circumstances) and
prior to an acquisition of
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50% or more of the common stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group) at an exchange ratio of one
share of common stock per Right.
Prior to the acquisition by a person or group of beneficial ownership
of 15% or more of the Company's common stock (or 10% of such stock under certain
circumstances), the Rights are redeemable for $.001 per Right at the option of
the Board of Directors.
The dividend distribution will be made on January 20, 1998, payable to
stockholders of record on that date. The Rights will expire on January 5, 2008.
The Rights distribution is not taxable to stockholders.
RailAmerica, Inc. is a diversified international transportation
holding company operating 11 railroads over approximately 2,400 route miles in
seven U.S. states and the Republic of Chile. The Company holds a minority
equity interest in the Great Southern Railway Limited consortium which operates
the 4,000 mile transcontinental Australian passenger rail service. The Company
also owns Kalyn/Siebert, Inc., a specialty truck trailer manufacturer located
in Gatesville, Texas.
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To receive RailAmerica's latest news releases and other corporate
documents, access RailAmerica's Website at www.railamerica.com.
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