SC-13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L8b31QwvdWHPN3VXyy7jeiidHsEigxesLqBKgXjMTgyZD9jChWeijmEa42ur976l J4RB94WlNKPyKI9/ve2qDA== 0000899681-04-000688.txt : 20041001 0000899681-04-000688.hdr.sgml : 20041001 20041001170228 ACCESSION NUMBER: 0000899681-04-000688 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERPOOL INC CENTRAL INDEX KEY: 0000898777 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133467669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45407 FILM NUMBER: 041059361 BUSINESS ADDRESS: STREET 1: 211 COLLEGE RD E CITY: PRINCTON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094528900 MAIL ADDRESS: STREET 1: 211 COLLEGE ROAD EAST CITY: PRINCETON STATE: NJ ZIP: 08540 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TUCHMAN MARTIN CENTRAL INDEX KEY: 0000939713 IRS NUMBER: 153309700 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 633 PROSPECT AVE CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094528900 MAIL ADDRESS: STREET 1: 633 PROSPECT AVE CITY: PRINCETON STATE: NJ ZIP: 08540 SC 13D/A 1 interpool-sc13da_092404.htm SC-13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(AMENDMENT NO. 2)*

Interpool, Inc.

(Name of Issuer)

Common Stock, par value $ .01 per share

(Title of Class of Securities)

46062R108

(CUSIP Number)

Martin Tuchman, c/o Interpool, Inc.
211 College Road East
Princeton, NJ 08540
(609) 452-8900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 14, 2004

(Date of Event which Requires Filing of this Statement)

If the filing 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 13d1(e), 13d1(f) or 13d1(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 13d7 for other parties to whom copies are to be sent.

*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 (the "Act") 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).

(Continued on following pages)

PAGE 2 OF 7 PAGES
SCHEDULE 13D
(AMENDMENT NO. 2)

CUSIP No.: 866933401

PAGE 2 OF 7 PAGES

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Martin Tuchman

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP [A][ ] [B][X]

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions) PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

8

9

10

SOLE VOTING POWER

9,108,305

SHARED VOTING POWER

410,805

SOLE DISPOSITIVE POWER

9,108,305

SHARED DISPOSITIVE POWER

410,805

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,519,110

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions [ ]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.10%

14	TYPE OF REPORTING PERSON (See Instructions) IN

This Amendment No. 2 to Schedule 13D (this "Amendment") amends and restates the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on February 14, 1995 (the "Original Statement") as amended and supplemented by Amendment No. 1 filed with the Commission on February 15, 1996 ("Amendment No. 1", and together with the Original Statement and Amendment No. 1, the "Amended Original Statement"), by Martin Tuchman with respect to the Common Stock, par value $.001 per share, of Interpool, Inc., a Delaware corporation (the "Issuer"). Terms defined in the Amended Original Statement have the same meaning when used herein.

This Amendment is filed for the purpose of disclosing certain agreements recently entered into by the Reporting Person with respect to the securities of the Issuer, as described in Item 6.

ITEM 1. SECURITY AND ISSUER.

This Amendment relates to the Common Stock of the Issuer. The Issuer’s principal executive offices are located at 211 College Road East, Princeton, New Jersey.

ITEM 2. IDENTITY AND BACKGROUND.

(a)

Martin Tuchman (the "Reporting Person").

(b)

The business address of the Reporting Person is Interpool, Inc., 211 College Road East, Princeton, New Jersey 08540.

(c)

Interpool, Inc. is a Delaware corporation. The principal executive offices of the Issuer are located at 211 College Road East, Princeton, New Jersey 08540.

(d)

During the last five years the Reporting Person has not been convicted in a criminal proceeding.

(e)

During the last five years the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and has not been subject to any judgment, decree or final order enjoining future violation of , or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

The Reporting Person is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

All shares were purchased with the Reporting Person’s personal funds.

ITEM 4. PURPOSE OF TRANSACTION.

Other than as set forth below, the Reporting Person does not have any plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) As of September 30, 2004, the Reporting Person beneficially owned a total of 9,519,110 shares of Common Stock. This aggregate beneficial ownership includes (i) 6,781,686 shares under direct beneficial ownership, representing 24.769% of the 27,378,846 shares of the Issuer's Common Stock issued and outstanding as disclosed on the Issuer's Annual Report on Form 10-K for the year ended December 31, 2003, filed with the Securities and Exchange Commission on August 18, 2004; (ii) 2,280,000 option shares deemed to be directly beneficially owned which have been granted under the terms and conditions of the 1993 Stock Option Plan for Executive Officers and Directors of Interpool, Inc. (the "1993 Stock Option Plan"); (iii) 46,619 shares held by a revocable grantor trust of which the Reporting Person is the grantor and trustee and the Reporting Person's brother is the beneficiary; and (iv) 410,805 shares, included on Schedule 13D lines 8 and 10, deemed to be indirectly beneficially owned as a result of the ownership of: 202,422 shares by an exchange fund as to which the Reporting Person retains certain voting rights; 8,668 shares held by a pension plan f/b/o the Reporting Person; 7,000 shares held by the Tuchman Foundation; 5,797 shares representing the Reporting Person's 51.3% interest in shares held by Kingstone Capital Group, LLC, a New Jersey limited liability company; 1,500 shares held by a pension plan f/b/o the Reporting Person's wife; 182,381 shares held by Princeton International Properties, Inc., a New Jersey corporation owned by the Reporting Person and his wife; and 3,037 shares held by Reporting Person's wife.

With respect to the shares identified in lines 8 and 10, the Reporting Person disclaims all right to vote, direct the vote, dispose of or direct the disposition of 3,037 shares of Common Stock owned by the Reporting Person’s wife.

(b) Except as set forth in Item 6 below, the Reporting Person has the sole power to vote and sole power to direct the disposition of the shares identified in boxes 7 and 9.

(c) In the last 60 days, no transactions with respect to the Common Stock of the Issuer were effected by the Reporting Person or any of the persons named in paragraph (a) of this Item.

(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock owned by the Reporting Person directly. The Reporting Person expressly disclaims any right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,037 shares of Common Stock owned by the Reporting Person's wife which the Reporting Person is deemed to beneficially own indirectly.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Pursuant to a letter agreement dated as of September 14, 2004 (the "Letter Agreement"), the Reporting Person entered into an agreement that, until September 14, 2014, the Reporting Person will not sell or otherwise voluntarily transfer for consideration any shares of the Issuer’s Common Stock beneficially owned by him, other than pursuant to a Permitted Transfer (as such term is defined in the Letter Agreement), unless all other holders of the Issuer’s Common Stock and of warrants and options issued by the Issuer that are exercisable for shares of the Issuer’s Common Stock (collectively, the "Other Holders"), are concurrently offered the opportunity to sell or otherwise transfer a comparable percentage of the shares beneficially owned by them for the same consideration to be received by the Reporting Person in such transaction.

In addition the Reporting Person entered into a voting agreement, dated as of September 14, 2004 (the "Voting Agreement") pursuant to which he has agreed, at a meeting of the Issuer’s stockholders, to vote to approve the exercise by the holders thereof of a series of Warrants issued by the Issuer on September 14, 2004, which require stockholder approval before they can be exercised.

Both the Letter Agreement and the Voting Agreement were executed in connection with a financing consummated by the Issuer on September 14, 2004.

To the best knowledge of the Reporting Person, other than as set forth herein, there are no contracts, arrangements, understanding or relationships (legal or otherwise), between the Reporting Person and any other person with respect to any securities of the Issuer.

The summaries of provisions of the Letter Agreement, the Voting Agreement and the 1993 Stock Option Plan in this Statement do not purport to be complete and are qualified in their entirety by reference to the detailed provisions of the Letter Agreement filed as Exhibit 1 to this Statement, the Voting Agreement filed as Exhibit 2 to this Statement and the 1993 Stock Option Plan which has previously been previously filed with the Securities and Exchange Commission.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1. Letter Agreement signed by Martin Tuchman, dated as of September 14, 2004.

Exhibit 2. Voting Agreement signed by Martin Tuchman, dated as of September 14, 2004.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 30, 2004

By: /s/ Martin Tuchman
Martin Tuchman

Exhibits

Exhibit 1. Letter Agreement signed by Martin Tuchman, dated as of September 14, 2004.

Exhibit 2. Voting Agreement signed by Martin Tuchman, dated as of September 14, 2004.

EX-1 2 interpool-ex1_092404.htm EX-1

September ___, 2004

INTERPOOL, INC.
211 College Road East
Princeton, N.J. 08540

Dear Ladies and Gentlemen:

The undersigned is the beneficial owner of, and possess the power to vote or direct the voting of, and to sell, certain shares (the "Shares") of the Common Stock, par value $.001 per share ("Company Common Stock") of Interpool, Inc. (the "Company"). The term "Shares" will include any shares of Company Common Stock acquired on or after the date of this letter.

The undersigned hereby agrees that, until September 14, 2014, the undersigned will not sell or otherwise voluntarily transfer for consideration any Shares beneficially owned by the undersigned, other than pursuant to a Permitted Transfer (as defined below), unless all other holders of Company Common Stock and of warrants and options issued by the Company that are exercisable for Company Common Stock (collectively, the "Other Holders"), are concurrently offered the opportunity to sell or otherwise transfer a comparable percentage of the Shares beneficially owned by them for the same consideration to be received by the undersigned in such transaction.

The term "Permitted Transfer" as used herein shall mean:

(a)

any sale or transfer of any Shares pursuant to an effective registration statement under the Securities Act of 1933;

(b)

any sale or transfer of any Shares pursuant to Rule 144 (or any successor or similar rule) of the Securities and Exchange Commission;

(c)

any gift of any Shares to a family member or to a trust, family partnership or similar entity or for estate planning purposes, or any contribution of any Shares to any charitable organization, provided that the maximum number of Shares transferred under this clause (c) during any calendar year shall be 1% of the total number of Shares beneficially owned by the undersigned on the date hereof;

(d)

any bona fide pledge of any Shares in connection with a loan by a financial institution or any transfer of any shares so pledged in full or partial satisfaction of such loan, provided that the maximum number of Shares pledged or transferred under this clause (d) at any time shall be 20% of the total number of Shares beneficially owned by the undersigned on the date hereof;

(e)

any sale or transfer of any Shares to family members or charitable organizations upon the death of the undersigned;

(f)

any sale or transfer of any Shares to any Specified Transferee (as defined below), provided that such Specified Transferee has entered into an agreement with the Company in a form substantially similar to this Agreement; and

(g)

in addition to any sale, transfer or other transaction permitted by clauses (a) through (f) above, any sale or transfer of any Shares during any calendar year in an amount not exceeding two percent (2%) of the total number of Shares beneficially owned by the undersigned on the date hereof.

As used herein, "Specified Transferee" shall mean Martin Tuchman, Warren Serenbetz and Hickory Enterprises, L.P (provided, however, that Hickory Enterprises, L.P. shall be a Specified Transferee only for so long as a majority interest in such entity is controlled by the family of Warren Serenbetz).

In addition to the Company, the Other Holders (including, for such purpose, Greywolf Capital Management, L.P., Caspian Capital Partners, L.P., Riva Ridge Capital Management, L.P.., and Goldman Sachs & Co.) shall be deemed to be third party beneficiaries of this Agreement and, together with the Company, shall have the right to enforce the terms hereof.

The undersigned acknowledges that irreparable damage would occur in the event that the provisions of this Agreement were not complied with by the undersigned in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company and the Other Holders shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

This Agreement shall be governed by and constructed in accordance with the laws of the State of New York.

Very truly yours,

By: /s/ Martin Tuchman
Name:

EX-2 3 interpool-ex2_092404.htm EX-2

STOCKHOLDER VOTING AGREEMENT

STOCKHOLDER VOTING AGREEMENT, dated as of September 10, 2004 (the "Agreement"), among INTERPOOL, INC., a Delaware corporation (the "Company"), and the undersigned beneficial owners (the "Stockholders") of certain shares of the common stock, par value $.001, of the Company ("Company Common Stock").

W I T N E S S E T H:

WHEREAS, the Company proposes to enter into agreements with Greywolf Capital Partners II, LP, Greywolf Capital Overseas Fund, Greywolf High Yield Master Fund, Caspian Capital Partners, LP, Mariner LDC, Mariner Opportunities Fund, LP, Mariner Voyager Master Fund LTD, Riva Ridge Master Fund, LTD and Goldman, Sachs & Co. (collectively, the "Purchasers") pursuant to which the Purchasers would purchase, in a private transaction, certain newly issued securities of the Company for a total purchase price of approximately $150,000,000; and

WHEREAS, in connection therewith, the Company will enter into a Warrant Agreement, to be dated as of September 10, 2004 (as amended, supplemented or replaced from time to time, the "Warrant Agreement"), providing for the issuance by the Company to the Purchasers of certain Common Stock Purchase Warrants (the "Warrants") to purchase up to an aggregate of approximately 8,333,333 shares of Company Common Stock (the Company Common Stock issuable upon exercise of the Warrants being referred to herein as the "Warrant Shares") at an exercise price of $18 per share; and

WHEREAS, the Company intends to seek approval by its stockholders, at a meeting or otherwise, of the issuance of the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrants and the Warrant Agreement; and

WHEREAS, the Stockholders are collectively the beneficial owners of, and possess the power to vote or direct the voting of, certain shares of Company Common Stock, constituting in the aggregate more than 50% of the outstanding shares of Company Common Stock (the "Shares"), and desire to enter into this Agreement in order to induce the Company and the Purchasers to consummate the transactions described above;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows:

1. Agreement to Vote. At such time as the Company conducts a meeting of, solicits written consents from, or otherwise seeks a vote of, its stockholders for the purpose of considering the Warrant Agreement, each of the undersigned Stockholders agrees to duly and validly vote, or cause to be voted, all the Shares over which such Stockholder possesses voting power, in favor of approving the Warrant Agreement and the issuance of the Warrant Shares upon exercise of the Warrants in accordance with the terms of the Warrants and the Warrant Agreement. The Stockholders will have at all times the right to vote the Shares, in their sole discretion, with respect to all matters other than as expressly provided in the preceding sentence.

2. Representations and Warranties of Stockholders. Each of the Stockholders hereby represents and warrants as follows:

(a) As of the date hereof, the Stockholders are collectively the beneficial owners of, and possess the power to vote or direct the voting of, a number of Shares which represent in the aggregate more than 50% of the oustanding shares of Company Common Stock.

(b) The Shares subject to this Agreement include all shares of Company Common Stock with respect to which such Stockholder has the right, power or authority to vote or direct the vote.

(c) Such Stockholder has all requisite power and authority to execute and deliver this Agreement, to vote (or cause the voting of ) the Shares beneficially owned by such Stockholder in accordance with Section 1 hereof, and otherwise to perform such Stockholder's obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency and similar laws affecting creditors rights generally and by general equitable principles).

3. Transfer of Shares. Each of the Stockholders agrees that, until the time of the stockholder vote described in Section 1 hereof, such Stockholder will not transfer any Shares beneficially owned by such Stockholder, or take any other voluntary action that would result in such Stockholder ceasing to have the power to vote (or cause the voting of) such Shares, without first obtaining an agreement in writing of the transferee to fully comply with this Agreement.

4. Third Party Beneficiaries. The Purchasers shall be deemed to be third party beneficiaries of this Agreement and, together with the Company, shall have the right to enforce the terms hereof. No other persons or entities shall be deemed to be third party beneficiaries hereof.

5. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Stockholders in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company and the Purchasers shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by the Stockholders and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they may be entitled at law or in equity.

6. Amendments; Counterparts. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. This Agreement may be executed in counterparts, all of which taken together shall constitute one agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first written above.

INTERPOOL, INC.

By:
      Name:
      Title:

STOCKHOLDERS:


Martin Tuchman


Warren L. Serenbetz

RADCLIFF GROUP, INC.

By:
      Name:
      Title:

HICKORY ENTERPRISES, L.P.

By:
      Name:
      Title:


Warren L. Serenbetz, Jr.


Raoul J. Witteveen


Arthur L. Burns

RADCLIFF GROUP, INC.

By:
      Name:
      Title:


Paul H. Serenbetz


Stuart W. Serenbetz


Clay R. Serenbetz

-----END PRIVACY-ENHANCED MESSAGE-----