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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) FEBRUARY 2, 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 February 2, 1999, RailAmerica, Inc., a Delaware corporation (the
"Registrant"), issued a press release announcing the closing of a $11.7 million
private offering of its Series A Convertible Redeemable Preferred Stock.
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 February 2, 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: February 16, 1999 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 February 2, 1999, announcing the
closing of the Registrant's private placement
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Exhibit 99
RAILAMERICA COMPLETES $11.7 MILLION
CONVERTIBLE PREFERRED STOCK PLACEMENT
COMPANY PLANS TO CONTINUE ITS AGGRESSIVE ACQUISITION PROGRAM WITH PROCEEDS
BOCA RATON, FL - FEBRUARY 2, 1998 -- RailAmerica, Inc. (Nasdaq NNM: RAIL) today
announced that it has completed a private offering of approximately $11.7
million of its Series A Convertible Redeemable Preferred Stock. Pursuant to the
offering, the Company sold 468,000 shares of its Preferred Stock at a price of
$25 per share to accredited investors. The Preferred Stock pays annual dividends
of 7.5%, is convertible into shares of the Company's common stock at a price of
$8.25 per share, subject to adjustment, and is non-voting. The Preferred Stock
has 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.
Aggregate proceeds to the Company, less commissions and other fees paid
to First London Securities Corporation of Dallas, Texas, which acted as
placement agent for the offering, were approximately $10.8 million. The Company
plans to use the proceeds from the offering for acquisitions of additional rail
lines, capital expenditures, debt reduction and for other general corporate
purposes.
In commenting on the transaction, Gary O. Marino, RailAmerica's
Chairman, President and C.E.O., said, "The proceeds received from this preferred
stock offering will provide the equity needed to assist in our aggressive
acquisition program. We will continue to seek strategic acquisitions, both
domestically and abroad, that we believe will both enhance and complement our
core operations. In addition, this offering strengthens our balance sheet and
provides the capital needed to foster internal growth at our existing
subsidiaries."
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 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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THE 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.
