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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 13, 2000
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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.)
5300 BROKEN SOUND BLVD., N.W.
BOCA RATON, FLORIDA 33487
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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 13, 2000, RailAmerica, Inc. (the "Company") amended its 1998
Common Stock Purchase Rights Agreement (the "Rights Agreement") to provide that
EGS Associates, L.P., a Delaware limited partnership, EGS Partners L.L.C., a
Delaware limited liability company, Bev Partners, L.P., a Delaware limited
partnership, Jonas Partners, L.P., a Delaware limited partnership, William
Ehrman, Frederic Greenberg, Frederick Ketcher, Jonas Gerstl, James McLaren or
William Lantman would not be considered "Acquiring Persons," as that term is
defined in the Rights Agreement, unless such persons shall be the beneficial
owners, individually or in the aggregate, of thirty percent (30%) or more of the
shares of Common Stock then outstanding; provided, however, that such percentage
shall be reduced to twenty percent (20%) upon the earlier of (x) the completion
of the merger of Rail Tex, Inc. with and into a wholly-owned subsidiary of the
Company and (y) April 30, 2000.
Reference is made to the Third Amendment to Rights Agreement filed as
Exhibit 4.1 hereto. The Third Amendment set forth in Exhibit 4.1 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 Third Amendment to the Rights Agreement, dated as of January
13, 2000, between the Company and American Stock Transfer &
Trust Company.
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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 24, 2000 By: /s/ Donald D. Redfearn
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Name: Donald D. Redfearn
Its: Chief Administrative Officer, Executive
Vice President and Secretary
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EXHIBIT 4.1
THIRD AMENDMENT TO RIGHTS AGREEMENT
THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this "Amendment") is made as
of the 13th day of January, 2000, by and between RAILAMERICA, INC., a Delaware
corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY (the
"Rights Agent").
RECITALS
WHEREAS, on January 6, 1998, the Board of Directors of the Company
authorized and declared a dividend distribution of one Right for each share of
common stock, $.001 par value, of the Company outstanding at the close of
business on January 20, 1998; and
WHEREAS, the Company and the Rights Agent entered into a certain Rights
Agreement, dated as of January 6, 1998 as amended September 3, 1998 and April
18, 1999 (the "Rights Agreement"), providing, among other things, for the
issuance of the Rights (all capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings ascribed to such terms in the
Rights Agreement); and
WHEREAS, the Board of Directors of the Company has approved the
amendment of the Rights Agreement as hereinafter set forth, pursuant to a
unanimous written consent dated as of January 13, 2000;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Section 1 of the Rights Agreement is hereby amended by deleting the
definition of "Acquiring Person" set forth in subsection (a) thereof in its
entirety and substituting therefor a new definition of "Acquiring Person" to
read as follows:
"`Acquiring Person' shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of fifteen percent (15%) or more of the shares of
Common Stock the outstanding. Notwithstanding the foregoing, the term
"Acquiring Person" shall not include (i) the Company, any Subsidiary of
the Company, any employee benefit plan of the Company or of any
Subsidiary of the Company, or any Person or entity organized, appointed
or established by the Company for or pursuant to the terms of any such
plan, (ii) EGS Associates, L.P., a Delaware limited partnership, EGS
Partners L.L.C., a Delaware limited liability company, Bev Partners,
L.P., a Delaware limited partnership, Jonas Partners, L.P., a Delaware
limited partnership, William Ehrman, Frederic Greenberg, Frederick
Ketcher, Jonas Gerstl, James McLaren or William Lautman, unless such
Persons shall be the Beneficial Owners, individually or in the
aggregate, of thirty percent (30%) or more of the shares of Common
Stock then outstanding, PROVIDED, HOWEVER, that such percentage shall
be reduced to twenty percent (20%) upon the earlier to occur of (x) the
completion
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of the merger of RailTex, Inc. with and into a wholly-owned subsidiary
of the Company and (y) April 30, 2000, (iii) Barclays Bank PLC and the
lenders named in that certain Senior Secured Loan Facility and Guaranty
Agreement (the "Facility") dated as of April 30, 1999 among Freight
Victoria, the Company, RailAmerica Australia Pty Ltd., Barclays Bank
PLC and the lenders named therein (such lenders collectively with
Barclays Bank PLC to be referred to hereinafter as the "Lenders"), but
only with respect to (A) warrants (the "Warrants") to purchase shares
of Common Stock issued by the Company to the Lenders pursuant to the
Facility and pursuant to that certain Warrant Agreement dated as of
April 30, 1999 between the Company and the Lenders and (B) the shares
of Common Stock issuable upon exercise of the Warrants, it being
understood that all other shares of Common Stock acquired by the
Lenders independent of (A) or (B) above shall be considered for
purposes of determining Acquiring Person status of Lenders; or (iv) any
Person who or which, together with all Affiliates and Associates of
such Person, would be an Acquiring Person solely by reason of a
reduction in the number of issued and outstanding shares of Common
Stock of the Company pursuant to a transaction or series of related
transactions approved by a majority of the Independent Directors, if
any, then in office and approved by a Supermajority Vote; provided,
further, however, that in the event that such Person described in the
foregoing clause (iv) does not become an Acquiring Person by reason of
the foregoing clause (iv), such Person shall nonetheless become an
Acquiring Person in the event such Person thereafter acquires
Beneficial Ownership of an additional one percent (1%) of the Common
Stock of the Company, unless such additional Common Stock ownership
results solely from a subsequent reduction in the number of issued and
outstanding shares of Common Stock of the Company."
2. Except as specifically amended hereby, the Rights Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed.
3. This Amendment shall be deemed a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be
performed entirely within such State.
4. This Amendment may be executed in counterparts and both of such
counterparts shall for all purposes be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
RAILAMERICA, INC.
By: /s/ Gary O. Marino
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Name: Gary O. Marino
Its: Chairman of the Board, President and
Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
Its: Vice President
