0000895345-01-500520.txt : 20011009 0000895345-01-500520.hdr.sgml : 20011009 ACCESSION NUMBER: 0000895345-01-500520 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010924 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XTRA CORP /DE/ CENTRAL INDEX KEY: 0000217591 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 060954158 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-15983 FILM NUMBER: 1742541 BUSINESS ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032211005 MAIL ADDRESS: STREET 1: 200 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TIGER MANAGEMENT LLC CENTRAL INDEX KEY: 0001011440 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133878064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 PARK AVE STREET 2: 48TH FL CITY: NEW YORK STATE: NY ZIP: 10178 BUSINESS PHONE: 2129842500 MAIL ADDRESS: STREET 1: 101 PARK AVE STREET 2: 48TH FL CITY: NEW YORK STATE: NY ZIP: 10178 SC 13D/A 1 ad13da.txt AD13DA.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 11)* XTRA CORPORATION ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.50 PAR VALUE ------------------------------------------------------------------------------- (Title of Class of Securities) 984138107 ------------------------------------------------------------------------------- (CUSIP Number) STEVEN C. OLSON AVIVA DIAMANT TIGER MANAGEMENT L.L.C. FRIED, FRANK, HARRIS, SHRIVER & JACOBSON 101 PARK AVENUE ONE NEW YORK PLAZA NEW YORK, NY 10178 NEW YORK, NY 10004 (212) 984-2500 (212) 859-8000 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) SEPTEMBER 14, 2001 ------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box |_|. *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 ("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). SCHEDULE 13D CUSIP No. 984138107 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIGER MANAGEMENT L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 0 (see Item 4) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 (see Item 4) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (see Item 4) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IA SCHEDULE 13D CUSIP No. 984138107 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIGER PERFORMANCE L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 0 (see Item 4) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 (see Item 4) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (see Item 4) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IA SCHEDULE 13D CUSIP No. 984138107 1 NAME OF REPORTING PERSON/ S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TIGER MANAGEMENT CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 0 (see Item 4) BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 (see Item 4) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 (see Item 4) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* HC, CO This Final Amendment amends and supplements the Schedule 13D originally filed on January 11, 1995, as amended by Amendment No. 1 to the initial Schedule 13D thereto filed on January 13, 1995, Amendment No. 2 thereto filed on May 9, 1995, Amendment No. 3 thereto filed on May 16, 1995, Amendment No. 4 thereto filed on June 12, 1997, Amendment No. 5 thereto filed on July 3, 1997, Amendment No. 6 thereto filed on August 13, 1997, Amendment No. 7 thereto filed on January 25, 1999, Amendment No. 8 thereto filed on September 2, 1999, Amendment No. 9 thereto filed on December 15, 1999 and Amendment No. 10 thereto filed on August 2, 2001 (as so amended, the "Schedule 13D") by Tiger Management L.L.C., Tiger Performance L.L.C., Tiger Management Corporation and Julian H. Robertson, Jr. (collectively, the "Filing Persons") with respect to the Common Stock, par value $0.50 per share, of XTRA Corporation (the "Company"), a Delaware corporation. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. ---------------------- On September 7, 2001, the Filing Persons tendered its shares of Common Stock into the tender offer by Berkshire Hathaway Inc. ("Berkshire"), a Delaware corporation. Berkshire, through its wholly owned subsidiary, announced on September 17, 2001 that all shares of Common Stock tendered into the tender offer were accepted for payment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ Item 5, is hereby amended and restated in its entirety as follows: Each of the Filing Persons tendered all of its shares of Common Stock into the tender offer made by Berkshire at a price of $55.00 per share of Common Stock. Berkshire, through its wholly owned subsidiary, announced on September 17, 2001 that all shares of Common Stock tendered into the tender offer were accepted for payment. Upon such acceptance, the Filing Persons ceased to own, beneficially or otherwise, any shares of Common Stock in the Company. 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. Dated: September 21, 2001 TIGER MANAGEMENT CORPORATION By: /s/ Steven C. Olson ---------------------------------- Its: Treasurer --------------------------------- TIGER MANAGEMENT L.L.C. By: /s/ Steven C. Olson ---------------------------------- Its: Treasurer --------------------------------- TIGER PERFORMANCE l.L.C. By: /s/ Steven C. Olson ---------------------------------- Its: Treasurer --------------------------------- Julian H. Robertson, Jr. By: /s/ Steven C. Olson --------------------------------- Under Power of Attorney dated January 11, 2000 filed with Amendment No. 4 to the Schedule 13G for Federal Mogul Corporation dated May 15, 2000. AGREEMENT The undersigned agree that this Amendment No. 11 to Schedule 13D dated September 21, 2001 relating to shares of Common Stock of XTRA Corporation shall be filed on behalf of the undersigned. TIGER MANAGEMENT CORPORATION By: /s/ Steven C. Olson ------------------------------------- Its: Treasurer ------------------------------------ Tiger Management L.L.C. By: /s/ Steven C. Olson ------------------------------------- Its: Treasurer ------------------------------------ Tiger Performance L.L.C. By: /s/ Steven C. Olson ------------------------------------- Its: Treasurer ------------------------------------ Julian H. Robertson, Jr. By: /s/ Steven C. Olson ------------------------------------- Under Power of Attorney dated January 11, 2000 filed with Amendment No. 4 to the Schedule 13G for Federal Mogul Corporation dated May 15, 2000.