<PAGE> 1
FORM 4
Check this box if no longer
Subject to Section 16, Form 4 / /
or Form 5 obligations may
continue. See Instruction I(lr).
STATEMENT OF CHANGE IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(I) of the
Investment Company Act of 1940
1. NAME and ADDRESS of Reporting Person
(Last) (First) (Middle)
Tuchman Martin
(Street)
c/o Interpool Inc.
211 College Road East
(City) (State) (Zip)
Princeton New Jersey 08540
2. ISSUER NAME and Ticker or Trading Symbol
Interpool, Inc. (IPX)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
6/99
5. If Amendment, Date of Original
(Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
X Director X 10% Owner
- ----- -----
X Officer Other (specify below)
- ----- Chairman/CEO -----
7. Individual or Joint/Group Filing
(Check Applicable Line)
x Form filed by one Reporting Person
- -----
Form filed by more than one Reporting Person
- -----
<TABLE>
<CAPTION>
Table 1 - Non-Derivative
Securities Acquired,
Disposed of, or
Beneficially Owned
1. Title of Security 2. Trans- 3. Transaction 4. Securities Acquired (A)
(Instr. 3) action Date Code (Instr. 8) or Disposed of (D)
(INSTR. 3,4, AND 5)
(Month/ Amount (A) or Price
Day/ (D)
Year) Code V
<S> <C> <C> <C> <C> <C> <C>
Common Stock 06/02/99 P 286 A 12.625
Common Stock 06/02/99 P 1,429 A 11.9375
Common Stock 06/02/99 P 286 A 12.125
Common Stock 06/04/99 P 286 A 11.875
</TABLE>
<TABLE>
<CAPTION>
Table 1 - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
1. Title of Security 2. Trans- 5. Amount of 6. Ownership 7. Nature of Indirect
(Instr. 3) action Date Securities Form: Beneficial Ownership
Beneficially Owned (D) Direct or
(Month/ End of the Month (I) Indirect (Instr. 4)
Day/ (Instr. 3 and 4) (Instr. 4)
Year)
<S> <C> <C> <S> <C>
Common Stock 06/02/99 I (1)
Common Stock 06/02/99 I (1)
Common Stock 06/02/99 I (1)
Common Stock 06/04/99 221,592 I (1)(2)
7,114,950 D
</TABLE>
(1) Stock acquired by The Ivy Group, a New Jersey partnership in which the
reporting person holds a 28.57% interest.
(2) Aggregate indirect beneficial interest in 221,592 includes 4,749 shares of
which Mr. Tuchman's mother is the record owner; 3,037 shares held by Mr.
Tuchman's wife; 8,668 shares held by a pension plan f/b/o Mr. Tuchman; 45,919
shares held by a revocable grantor trust of which Mr. Tuchman is the grantor and
trustee and Mr. Tuchman's brother is the beneficiary; 10,948 shares representing
Mr. Tuchman's 99% interest in shares held by held by Martom Associates, a New
Jersey partnership; and 148,271 shares held by The Ivy Group, a New Jersey
partnership in which the reporting person holds a 28.57% interest.
<PAGE> 2
Table II-Derivative Securities Acquired, Disposed of or Beneficially Owned
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERSIONS)
<TABLE>
<CAPTION>
1. Title of Derivative Security 2. Conversion 3. Transaction 4. Transaction 5. Number of Derivative
(Instr. 3) or Exercise Date Code Securities Acquired (A)
Price of (Month/ (Instr. 8) or Disposed of (D)
Derivative Day/Year) (Instr. 3,4, and 5)
Security
Code V (A) (D)
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
6. Date Exercisable and 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature
Expiration Date Underlying Derivative Derivative Form of of Indirect
(Month / Day / Year) Securities Security Securities Derivative Beneficial
(Instr. 3 and 4) (Instr. 5) Beneficially Security Ownership
Owned Direct (D) (Instr.(4)
at End of or
Month Indirect (1)
Amount or (Instr. 4)
Date Expiration Title Number of
Exercisable Date Shares
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
** Intentional Misstatement or omissions of facts constitute Federal Criminal
Violations
See 18 U.S.C. 1001 and 1.5 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
/s/ Martin Tuchman 07/05/99
- ----------------------------- --------
Signature of Reporting Person Date
