Registration No. 333-32528
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
XTRA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-0954158
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
200 Nyala Farms Road
Westport, CT 06880
(Address of Principal Executive Offices, including Zip Code)
______________________________________________________________________________
XTRA CORPORATION 1997 STOCK INCENTIVE PLAN
(full title of plan)
______________________________________________________________________________
Lewis Rubin
President and Chief Executive Officer
XTRA Corporation
200 Nyala Farms Road
Westport, CT 06880
203-221-1005
(Name, Address and Telephone Number of Agent for Service)
______________________________________________________________________________
Please send copies of all communications to:
David A. Fine, Esq.
Ropes & Gray
One International Place
Boston, MA 02110
617-951-7000
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended,
the Registrant hereby de-registers any and all shares of Common Stock originally
registered hereunder which have not been issued. The XTRA Corporation 1997 Stock
Incentive Plan, pursuant to which the shares would have been issued, has either
expired by its terms or been terminated and no additional shares may be issued
or sold under such plan.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westport, the State of
Connecticut, on this 24th day of September, 2001.
XTRA CORPORATION
By: /s/ Lewis Rubin
---------------
Lewis Rubin
President and Chief Executive Officer
Pursuant to the Requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed below by the following persons in the capacities indicated.
Signature Capacity Date
/s/ Lewis Rubin President, Chief Executive Officer September 24, 2001
--------------- (Principal Executive Officer) and
Lewis Rubin Director
/s/ Stephanie L. Johnson Vice President and Treasurer September 24, 2001
------------------------ (Principal Financial Officer)
Stephanie L. Johnson
/s/ Thomas G. Schaefer Vice President and Controller September 24, 2001
---------------------- (Principal Accounting Officer)
Thomas G. Schaefer
Director
---------------------
Warren E. Buffett
/s/ Marc D. Hamburg Director September 24, 2001
-------------------
Marc D. Hamburg
/s/ William H. Franz Director September 25, 2001
--------------------
William H. Franz