SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
XTRA CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
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(Title of Class of Securities)
984138107
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(CUSIP Number)
JULY 30, 2001
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(Date of Event Which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box
/ /.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 pages)
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/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP NO. 984138107 PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BX Merger Sub Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,175,594 (see Item 5)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,175,594 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,175,594 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 30.3% (see Item 5)
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TYPE OF REPORTING PERSON*
14
CO
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SCHEDULE 13D
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CUSIP NO. 984138107 PAGE 3 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Berkshire Hathaway Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,175,594 (see Item 5)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,175,594 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,175,594 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 30.3% (see Item 5)
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TYPE OF REPORTING PERSON*
14
HC, CO
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SCHEDULE 13D
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CUSIP NO. 984138107 PAGE 4 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warren E. Buffett
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
AF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(e) or 2(f) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States Citizen
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SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 3,175,594 (see Item 5)
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,175,594 (see Item 5)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,175,594 (see Item 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Approximately 30.3% (see Item 5)
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TYPE OF REPORTING PERSON*
14
IN
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CUSIP NO. 984138107 13D PAGE 5 OF 11 PAGES
This Statement on Schedule 13D is filed in connection with the Stockholders
Agreement, dated July 30, 2001 (the "Stockholders Agreement"), by and among
Berkshire Hathaway Inc., a Delaware corporation ("Berkshire"), BX Merger Sub
Inc., a Delaware corporation ("Purchaser") and wholly owned subsidiary of
Berkshire, and certain stockholders of XTRA Corporation, a Delaware corporation
(the "Company"), which grants Parent and Purchaser a proxy to vote the shares of
Company Common Stock owned by such stockholders (as further described below).
The Stockholders Agreement was entered into in connection with (i) the Agreement
and Plan of Merger, dated July 30, 2001, by and among Purchaser, Berkshire and
the Company and (ii) Purchaser's offer to purchase all outstanding shares of
Common Stock (the "Shares") of the Company. Parent, Purchaser and Mr. Warren E.
Buffett may be deemed to constitute a group within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), but they expressly disclaim that they are part of a group with the
Stockholders (as defined below).
ITEM 1. SECURITY AND ISSUER.
The name of the subject company is XTRA Corporation, a Delaware
corporation, and the address of its principal executive offices is 200 Nyala
Farms Road, Westport, Connecticut 06880. The Company's telephone number is
(203) 221-1005. The class of securities to which this statement relates is the
Common Stock, par value $0.50 per share, of the Company.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c); (f) This Statement is filed by Purchaser, Berkshire, and Mr.
Buffett, who may be deemed to control Berkshire and Purchaser. The information
concerning the name, state or other place of organization, principal business
and address of the principal office of Purchaser, Berkshire, and Mr. Buffett,
and the information concerning the name, business address, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment or occupation is
conducted, material occupations, positions, offices, or employments during the
last five years and citizenship of Mr. Buffett and each of the executive
officers and directors of Purchaser and Berkshire is attached as Exhibit 1.
(d); (e) During the last five years, none of Purchaser, Berkshire, or Mr.
Buffett, nor, to the best knowledge of Purchaser, Berkshire, or Mr. Buffett, any
of the directors or executive officers of Purchaser or Berkshire has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total amount of funds required by Purchaser to purchase all of the
Shares subject to the Stockholders Agreement is $174,657,670. The total amount
of funds required by Purchaser to purchase all of the Shares (including the
Shares subject to the Stockholders Agreement) pursuant to the Offer (as defined
below) and the Merger (as defined below) and to settle all of the outstanding
options to purchase Shares is estimated to be approximately $590 million. The
Offer and the Merger are not conditioned upon the Purchaser entering into any
financing arrangements. Purchaser intends to obtain all required funds from
Parent, and Parent will obtain such funds from available working capital.
CUSIP NO. 984138107 13D PAGE 6 OF 11 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
On July 30, 2001, Parent, Purchaser and the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement"). The following is a
summary of the Merger Agreement. This summary is not a complete description of
the Merger Agreement and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2 hereto and which is specifically
incorporated herein by reference.
The Merger Agreement provides for the commencement, on the tenth business
day after the initial public announcement of the execution of the Merger
Agreement, by Purchaser of a cash tender offer (the "Offer") to purchase all of
the Shares for $55.00 per Share (the "Offer Price"), net to the seller in cash,
upon the terms and subject to the conditions set forth in the Merger Agreement.
The purpose of the Offer is for Purchaser to acquire control of, and the entire
equity interest in, the Company.
Provided sufficient Shares are acquired by Purchaser, and subject to the
terms and conditions set forth in the Merger Agreement, Purchaser will be merged
with and into the Company (the "Merger"), with the Company continuing as the
surviving corporation (the "Surviving Corporation") as a wholly owned subsidiary
of Parent. In the event Purchaser acquires at least 90% of the Shares, Purchaser
will commence a short-form merger pursuant to Section 253 of the General
Corporation Law of the State of Delaware in order to effect the Merger (a
"Short-Form Merger"). Subject to the terms and conditions of the Merger
Agreement, the Offer may be extended to allow for the satisfaction or waiver of
unsatisfied and unwaived conditions or to increase the likelihood of acquiring
enough Shares to enable Purchaser to effect a Short-Form Merger. In lieu of an
extension and subject to the terms and conditions of the Merger Agreement,
Purchaser may elect to provide a subsequent offering period in accordance with
Rule 14d-11 under the Exchange Act. In addition, the Merger Agreement provides
that, in certain circumstances, the Offer shall be extended to allow for the
satisfaction of certain unsatisfied conditions. If Purchaser is unable to
acquire 90% of the Shares, but at least a majority of the outstanding Shares on
a fully diluted basis are tendered and not withdrawn prior to the expiration of
the Offer (the "Minimum Condition") and the Merger Agreement has not been
terminated in accordance with its terms, the Company will hold a stockholders
meeting in order to effect the Merger. At any such stockholders meeting, all of
the Shares then owned by Parent and Purchaser and any of their subsidiaries and
affiliates will be voted to approve the Merger. The purpose of the Merger is for
Parent to acquire all Shares not purchased pursuant to the Offer.
Pursuant to the Offer, and from time to time thereafter as Shares are
acquired by Purchaser, Parent or their affiliates, Purchaser is entitled to
designate such number of directors, rounded up to the next whole number, on the
Board of Directors of the Company (the "Company Board") as will give Purchaser,
subject to compliance with Section 14(f) of the Exchange Act, representation on
the Company Board equal to that number of directors which equals the product of
the total number of directors on the Company Board (giving effect to the
election or appointment of any additional directors pursuant to this paragraph
and including current directors serving as officers of the Company) multiplied
by the percentage that the aggregate number of Shares beneficially owned by
Parent, Purchaser or any of their affiliates (including such Shares as are
accepted for payment pursuant to the Offer, but excluding Shares held by the
Company or any of its subsidiaries) bears to the total number of Shares then
issued and outstanding. The Company has also agreed, upon request by the
Purchaser, to use its best efforts to include the same percentage of persons
designated by the Purchaser on each committee of the Board of Directors of the
Company or its subsidiaries as are included on the Board of Directors of the
Company. The Company has further agreed, upon request by Purchaser, to promptly
increase the size of the Company Board as is necessary to enable Purchaser's
designees to be elected to the Company Board and to cause Purchaser's designees
to be so elected. Also, under the Merger Agreement, the directors of Purchaser
shall become the directors of the Surviving Corporation at the effective time of
the Merger.
In connection with entering into the Merger Agreement, and in order to
increase the likelihood that the Minimum Condition will be satisfied and the
transactions contemplated by the Merger Agreement consummated, Parent and
Purchaser entered into a
CUSIP NO. 984138107 13D PAGE 7 OF 11 PAGES
Stockholders Agreement, dated July 30, 2001 (the "Stockholders Agreement"), with
Julian H. Robertson, Jr., Tiger Management Corporation, Tiger Management L.L.C.
and Tiger Performance L.L.C. (the "Stockholders"). The following is a summary of
the Stockholders Agreement. This summary is not a complete description of the
Stockholders Agreement and is qualified in its entirety by reference to the
Stockholders Agreement, which is filed as Exhibit 3 hereto and which is
specifically incorporated herein by reference.
Pursuant to the Stockholders Agreement, the Stockholders have agreed to
tender in the Offer all Shares owned beneficially by them. The Stockholders have
also agreed, among other things, to vote their Shares in favor of the Merger and
the Merger Agreement and against any alternative takeover proposal. The
Stockholders have also granted to Parent and Purchaser, or any of their
nominees, an irrevocable proxy to demand that the Company call a special meeting
to consider the Merger and the Merger Agreement and to vote their Shares in
respect of such matter at every meeting of the stockholders of the Company,
however called (the "Proxy"). In addition, the Stockholders have granted Parent
and Purchaser an option on their Shares (the "Option"), exercisable under
certain conditions.
The Stockholders Agreement also provides that if the Parent or its
affiliates exercise the Option and then sell any of the Shares purchased
pursuant to the Option to an unaffiliated party prior to the earlier of the
effective time of the Merger or eighteen months after the exercise of the
Option, Parent or its affiliates are obligated to pay the Stockholders the
excess, if any, of the sale price over the Offer Price for each Share so sold.
Listed below is each Stockholder and the number of Shares owned by such
Stockholder in which Purchaser, Berkshire, and Mr. Buffett may be deemed to have
beneficial ownership because of the Proxy:
Tiger Management L.L.C. 2,256,000
Tiger Performance L.L.C. 919,594
Tiger Management Corporation TOTAL: 3,175,594*
*The Shares for Tiger Management Corporation ("TMC") include all of the
Shares for both Tiger Management L.L.C.("TMLLC") and Tiger Performance
L.L.C. ("TPLLC"). TMC is the senior managing member of TMLLC and TPLLC,
which are investment managers to certain funds. TMLLC and TPLLC have the
sole power to vote, direct the voting, dispose and direct the disposition
of the respective Shares shown above, but the funds have the economic
interest in the Shares. TMC, as the senior managing member of TMLLC and
TPLLC, and Julian Robertson, Jr., as controlling person of TMC, TMLLC and
TPLLC, may also be deemed to be the beneficial owners of the Stockholder's
Shares.
Following the purchase of Shares in the Offer, Parent and Purchaser expect
to consummate the Merger and thereafter operate the Company as a wholly owned
subsidiary of the Parent. If the Merger takes place, the Company no longer will
be publicly owned. Even if for some reason the Merger does not take place, if
Purchaser purchases all of the tendered Shares, there may be so few remaining
stockholders and publicly held shares that (i) the Shares may no longer be
eligible to be quoted and traded on the New York Stock Exchange (the "NYSE") or
any other securities market or exchange, (ii) there may not be any public
trading market for the Shares, and (iii) the Company may cease making filings
with the Securities and Exchange Commission (the "SEC") or otherwise cease being
required to comply with the SEC rules relating to publicly held companies.
Parent and Purchaser intend to cause the Company to seek delisting of the Shares
from the NYSE and to cause the Company to apply for termination of registration
of the Shares under the Exchange Act as soon after the completion of the Offer
as allowed. If registration of the Shares is not terminated prior to the Merger,
then the Shares will cease to be quoted on NYSE and the registration under the
Exchange Act will be terminated following completion of the Merger.
CUSIP NO. 984138107 13D PAGE 8 OF 11 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Pursuant to the Proxy contained in the Stockholders Agreement
described in Item 4, Purchaser and Parent possess shared power to direct certain
votes of 3,175,594 Shares held by the Stockholders, and Purchaser and Parent
thus may be deemed to beneficially own such Shares, which constitute
approximately 30.3% of the issued and outstanding Shares as of July 30, 2001. As
the controlling person of Parent and Purchaser, Mr. Buffett also may be deemed
to beneficially own such Shares. Purchaser, Parent and Mr. Buffett do not
currently hold any outstanding Shares. None of Parent, Purchaser or Mr. Buffet,
nor to their knowledge, any executive officer or director of Parent or
Purchaser, is the "beneficial owner" of any Shares, as such term is defined in
Rule 13d-3 under the Exchange Act.
(c) None of Parent, Purchaser or Mr. Buffett nor, to their knowledge, any
executive officer or director of Parent or Purchaser, has engaged in any
transaction in any Shares during the sixty day period immediately preceding the
date hereof.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described in this Schedule 13D, none of Purchaser, Parent or Mr.
Buffett nor, to their knowledge, any executive officer or director of Parent or
Purchaser, has any other contracts, arrangements, understandings or
relationships with any persons with respect to the securities of the Company.
The description of the transactions discussed in Item 4 is further described in
the Merger Agreement and the Stockholders Agreement attached as exhibits hereto.
Such documents are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(1) Executive Officers and Directors of Purchaser and Parent.
(2) Agreement and Plan of Merger, dated as of July 30, 2001, by and among
Parent, Purchaser and the Company (incorporated herein by reference to
the Current Report on Form 8-K filed by XTRA Corporation on July 31,
2001).
(3) Stockholders Agreement, dated as of July 30, 2001, by and among
Parent, Purchaser and Julian H. Robertson, Jr., Tiger Management
Corporation, Tiger Management L.L.C. and Tiger Performance L.L.C.
(incorporated herein by reference to the Current Report on Form 8-K
filed by XTRA Corporation on July 31, 2001).
(4) There is also filed as an exhibit hereto the agreement to file the
Schedule 13D jointly, as required by Rule 13d-1(k).
CUSIP NO. 984138107 13D PAGE 9 OF 11 PAGES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement on Schedule 13D is true,
complete, and correct.
Dated: August 7, 2001
BX MERGER SUB INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: President
BERKSHIRE HATHAWAY INC.
By: /s/ Marc D. Hamburg
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Name: Marc D. Hamburg
Title: Vice President and
Chief Financial Officer
WARREN E. BUFFETT
/s/ Warren E. Buffett
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