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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) MARCH 8, 1999
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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 March 8, 1999, RailAmerica, Inc., a Delaware corporation (the
"Registrant"), issued a press release announcing the closing of a $12.5 million
private offering of approximately 1.4 million shares of its common stock and
warrants to purchase approximately 210,000 shares of its common stock
exercisable within one year of the offering's closing date.
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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99 Press release, dated March 8, 1999, announcing the closing
of the Registrant's private placement.
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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: March 8, 1999 By: /s/ Gary O. Marino
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Gary O. Marino
Chairman, President and CEO
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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99 Press release, dated March 8, 1999, announcing the closing
of the Registrant's private placement
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EXHIBIT 99
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CONTACT FOR IMMEDIATE RELEASE
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Wayne A. August March 8, 1999
Director of Investor Relations
(561) 994-6015
RAILAMERICA COMPLETES $12.5 MILLION
COMMON STOCK PLACEMENT
BOCA RATON, FL -- MARCH 8, 1999 -- RailAmerica, Inc. (Nasdaq NNM:RAIL)
announced that on March 3, 1999 it completed a private offering of
approximately $12.5 million of restricted common stock to investors. Pursuant
to the offering, the Company sold approximately 1.4 million shares of its $.001
par value common stock at a price of $8.8125 per share and issued approximately
210,000 warrants to purchase an equivalent number of shares of common stock at
an exercise price of $10.125 per share within one year of the transaction's
closing date. Exclusive of the warrants, this transaction increases
RailAmerica's outstanding shares to approximately 11.1 million.
Net proceeds to the Company from the offering were approximately $12.0
million. First London Securities Corporation of Dallas, Texas acted as placement
agent. The securities sold in this offering have not been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from such registration.
RailAmerica plans to use the proceeds primarily to help fund its proposed
equity investment in Freight Victoria, the entity that will acquire Australia's
V/Line Freight Corporation (V/Line Freight) railroad. The Company recently
announced that its majority-owned consortium, Freight Victoria, was selected as
the successful bidder for V/Line Freight with a purchase price of approximately
$103.7 million. V/Line Freight, the rail freight business of Australia's
Victorian Government, provides services across southeastern Australia over
almost 3,000 miles of track. It is anticipated that Freight Victoria will take
over V/Line operations within the next sixty days.
RailAmerica, Inc. is a diversified international transportation company
operating 13 railroads over approximately 2,600 route miles in eight U.S.
states, Canada and the Republic of Chile. The Company holds a minority equity
interest in Australia's 4,000-mile transcontinental passenger rail service and
owns Kalyn/Siebert, Inc., a specialty truck trailer manufacturer with production
facilities in Gatesville, Texas and Trois-Rivieres, Quebec, Canada.
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To receive RailAmerica's latest news releases and other corporate documents,
access RailAmerica's Website at www.railamerica.com
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING FUTURE EVENTS
AND THE FUTURE PERFORMANCE OF RAILAMERICA THAT INVOLVE RISKS AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY INCLUDING, BUT NOT LIMITED
TO, ECONOMIC CONDITIONS, CUSTOMER DEMAND, INCREASED COMPETITION IN THE RELEVANT
MARKET, AND OTHERS. WE REFER YOU TO THE DOCUMENTS THAT RAILAMERICA FILES FROM
TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, SUCH AS THE COMPANY'S
FORM 10-K, FORM 10-Q AND FORM 8-K REPORTS, WHICH CONTAIN ADDITIONAL IMPORTANT
FACTORS THAT COULD CAUSE ITS ACTUAL RESULTS TO DIFFER FROM ITS CURRENT
EXPECTATIONS AND FROM THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PRESS
RELEASE.
