PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The
estimated expenses to be paid in connection with the issuance and distribution
of the securities being registered, are as follows:
|
SEC registration fee |
$2,895 |
|
Printing and engraving costs |
* |
|
Accounting fees and expenses |
* |
|
Legal fees and expenses |
* |
|
Transfer agent, Trustee and registrar fees |
* |
* |
To be filed by amendment |
Item 14. Indemnification of Directors and Officers
The
Company's Restated Certificate of Incorporation limits the liability of
directors (in their capacity as directors but not in their capacity as officers)
to the Company or its stockholders to the fullest extent permitted by the
Delaware General Corporation Law (the "DGCL"). Specifically, no director of the
Company will be personally liable for monetary damages for breach of the
director's fiduciary duty as a director, except for liability; (i) for any
breach of the director's duty of loyalty to the Company or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL,
which relates to unlawful payments of dividends or unlawful stock repurchases or
redemptions; or (iv) for any transaction from which the director derived an
improper personal benefit. The inclusion of this provision in the Restated
Certificate of Incorporation may have the effect of reducing the likelihood of
derivative litigation against directors, and may discourage or deter
stockholders or management from bringing a lawsuit against directors for breach
of their duty of care, even though such an action, if successful, might
otherwise have benefited the Company and its stockholders.
Under the Restated Certificate of Incorporation, the Company will indemnify
those persons whom it shall have the power to indemnify to the fullest extent
permitted by Section 145 of the DGCL, which may include liabilities under the
1933 Act. Accordingly, in accordance with Section 145 of the DGCL, the Company
will indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil. criminal, administrative or investigative (other than a
"derivative" action by or in the right of the Company) by reason of the fact
that such person is or was a director, officer, employee or agent of the
Company, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe was
unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action and then, where the person is adjudged to be liable to the Company,
only if and to the extent that the Court of Chancery of the State of Delaware or
the court in which such action was brought determines that such person is fairly
and reasonably entitled to such indemnity and then only for such expenses as the
court deems proper.
The
Restated Certificate of Incorporation provides that the Company will advance
expenses to the fullest extent permitted by Section 145 of the DGCL.
Accordingly, the Company, in accordance therewith, will pay for the expenses
incurred by an indemnified person in defending the proceedings specified in the
preceding paragraph in advance of their final disposition, provided that, if the
DGCL so requires, such person agrees to reimburse the Company if it is
ultimately determined that such person is not entitled to indemnification. In
addition, pursuant to the DGCL the Company may purchase and maintain insurance
on behalf of any person who is or was a director, employee or agent of the
Company against any liability asserted against and incurred by such person in
such capacity, or arising out of the person's status as such whether or not the
Company would have the power or obligation to indemnify such person against such
liability under the provisions of DGCL. The Company has obtained insurance for
the benefit of the Company's officers and directors insuring such persons
against certain liabilities, including liabilities under the securities
laws.
The
Company has entered into agreements to indemnify its outside directors which are
intended to provide the maximum indemnification permitted by Delaware law. These
agreements, among other things, indemnify each of the Company's outside
directors for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by such director in any action or proceeding,
including any action by or in the right of the Company, on account of such
director's service as a director of the Company.
Item 15. Recent Sales of Unregistered Securities
None.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
|
Exhibit
Number |
|
Description |
|
3.1 |
|
Restated Certificate of Incorporation of the Company
(incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-59498)). |
|
3.2 |
|
Form of Restated Bylaws of the Company (incorporated
herein by reference to the Company's Registration Statement on Form S-1 (Reg.
No. 33-59498)). |
|
4.1 |
|
Form of Certificate representing the Common Stock of
the Company (incorporated herein by reference to the Company's Registration
Statement on Form S-1 (Reg. No. 33-59498)). |
|
4.2 |
|
Form of Indenture between Interpool, Inc. and The Bank of New York, as trustee,
related to the 9.25% Convertible Redeemable Subordinated Debentures. |
|
4.3 |
|
Form of First Supplemental Indenture between Interpool, Inc. and The Bank of New
York, as trustee, related to the 9.25% Convertible Redeemable Subordinated
Debentures. |
|
4.4 |
|
Form of Subscription Warrant and Related
Documentation.* |
|
4.5 |
|
Form of Subscription Documentation for Standby
Purchasers.* |
|
5.1 |
|
Opinion of Stroock & Stroock & Lavan LLP.* |
|
10.1 |
|
Purchase Agreement dated as of January 30, 1993 by and
between Sequa Capital Corp. and the Company, as amended as of March 5, 1993
(incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-59498)). |
|
10.2 |
|
Restructuring Agreement as of August 5, 1992 among the
Company, Trac Lease, Radcliff Group, Interpool Limited, Sequa Capital Corp.,
Martin Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L. Serenbetz,
Jr., Paul H. Serenbetz, Stuart W. Serenbetz and Clay R. Serenbetz (incorporated
herein by reference to the Registrant's Registration Statement on Form S-1 (Reg.
No. 33-59498)). |
|
10.3 |
|
Employment Agreement dated as of January 1, 1992 by and
between Raoul J. Witteveen and the Company (incorporated herein by reference to
the Company's Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.4 |
|
Employment Agreement dated as of January 1, 1992 by and
between Martin Tuchman and the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.5 |
|
Consultation Services Agreement dated as of January 1,
1992 by and between Radcliff Group and the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-1 (Reg. No.
33-59498)). |
|
10.6 |
|
Stock Option Plan for Executive Officers and Directors
(incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-59498)). |
|
10.7 |
|
Stockholders' Agreement dated as of May 4, 1993, among
the Company and Messrs. Martin Tuchman, Raoul J. Witteveen, Warren L. Serenbetz,
Warren L. Serenbetz, Jr., Clay R. Serenbetz, Paul H. Serenbetz, Stuart W.
Serenbetz and Arthur L. Burns and the Serenbetz Trust (incorporated herein by
reference to the Company's Registration Statement on Form S-1 (Reg. No.
33-59498)). |
|
10.8 |
|
Non-Compete Agreement dated as of May 4, 1993, by and
between The Ivy Group and the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Reg. No. 33-71538)). |
|
10.9 |
|
Lease Agreements by and between 211 College Road
Associates and Interpool Limited and 211 College Road Associates and Microtech
Leasing (incorporated herein by reference to the Company's Registration
Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.10 |
|
Lease Agreement dated December 30, 1986 between
Princeton Intermodal Equipment Trust I and Trac Lease (incorporated herein by
reference to the Company's Registration Statement on Form S-1 (Reg. No.
33-59498)). |
|
10.11 |
|
Lease Agreements between The Ivy Group and Trac Lease
(incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-59498)). |
|
|
|
Amendment No. 1, dated August 10, 1992, to Secured
Promissory Note and Chattel Mortgage, Security Agreement and Assignment by and
between The Ivy Group and the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.13 |
|
Chassis Lease Agreement dated as of August 15, 1992 by
and between Eurochassis L.P. and Trac Lease (incorporated herein by reference to
the Company's Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.14 |
|
Transfer and Subscription Agreement among Radcliff
Group, Martin Tuchman, Raoul J. Witteveen, Warren L. Serenbetz, Warren L.
Serenbetz, Jr., Clay R. Serenbetz, Paul H. Serenbetz, Stuart W. Serenbetz, the
Serenbetz Trust and the Company (incorporated herein by reference to the
Company's Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.15 |
|
Exchange and Subscription Agreement by and between the
Company and Arthur L. Burns (incorporated herein by reference to the Company's
Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.16 |
|
Demand promissory notes of the Company payable to
Martin Tuchman, Warren L. Serenbetz and Princeton International Properties
(incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 33-59498)). |
|
10.17 |
|
Indemnity Agreement between the Company and other
directors (incorporated herein by reference to the Company's Registration
Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.18 |
|
Agreement between the Company and Arthur L. Burns
regarding certain litigation (incorporated herein by reference to the Company's
Registration Statement on Form S-1 (Reg. No. 33-59498)). |
|
10.19 |
|
Indenture between Interpool, Inc. and United States
Trust Company of New York, as trustee, relating to the 7.35% Notes, dated July
29, 1997 (incorporated herein by reference to the Companys Current Report
on Form 8-K, dated July 29, 1997). |
|
10.20 |
|
Indenture between Interpool, Inc. and United States
Trust Company of New York, as trustee, relating to the 7.20% Notes, dated August
5, 1997 (incorporated herein by reference to the Company's Registration
Statement on Form S-4 (Reg. No. 333-38705)). |
|
10.21 |
|
Indenture between Interpool, Inc. and United States Trust Company of New York,
as trustee, related to the 6-5/8% Notes, dated February 24, 1998 (incorporated
by reference to the Company's Registration Statement on Form S-4 (Reg. No.
333-56065)). |
|
10.22 |
|
Indenture between the Company and IBJ Schroeder Bank
& Trust Company, as Trustee, dated January 27, 1997 (incorporated herein by
reference to the Companys Annual Report on Form 10-K for the period ended
December 31, 1996). |
|
10.23 |
|
First Supplemental Indenture between Interpool, Inc.
and IBJ Schroeder Bank & Trust Company dated January 27, 1997 (incorporated
herein by reference to the Registrant's Annual Report on Form 10-K for the
period ended December 31, 1996). |
|
10.24 |
|
Series A Capital Securities Guarantee Agreement dated
January 27, 1997 (incorporated herein by reference to the Companys Annual
Report on Form 10-K for the period ended December 31, 1996). |
|
10.25 |
|
Agreement of Merger dated March 15, 1996 among Trac
Lease, Inc., Trac Lease Merger Corp. and the Company (incorporated herein by
reference to the Company's Annual Report on Form 10-K for the period ended
December 31, 1995). |
|
10.26 |
|
Letter Agreement between The Ivy Group and the Company
(incorporated herein by reference to the Registrants Annual Report on Form
10-K for the period ended December 31, 1995). |
|
10.27 |
|
Chassis Lease Agreement dated January 1, 1998 between
The Ivy Group and Trac Lease, Inc. (incorporated herein by reference to the
Company's Annual Report on Form 10K for the period ended December 31, 2000). |
|
10.28 |
|
Consulting Agreement between Interpool, Inc. and Atlas
Capital Partners dated February 28, 1998 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for period ended June 30, 1998). |
|
10.29 |
|
Asset Purchase Agreement, dated as of July 27, 2000 by
and between the Company and Transamerica Leasing, Inc. (incorporated herein by
reference to the Company's Form 8-K filed on November 3, 2000). |
|
10.30 |
|
Amendment No. 1 to the Asset Purchase Agreement dated
October 24, 2000 by and between the Company and Transamerica Leasing, Inc.
(incorporated herein by reference to the Company's Form 8-K filed on November 3,
2000). |
|
10.31 |
|
Chassis Lease Agreement dated January 1, 2001 between
The Ivy Group and Trac Lease, Inc. (incorporated herein by reference to the
Company's Annual Report on Form 10-K for the period ended December 31, 2000). |
|
10.32 |
|
Asset Purchase Agreement, dated as of January 26, 2001,
by and between Interpool, Inc. and Transport International Pool, Inc
(incorporated herein by reference to the Companys Form 8-K filed on April
3, 2001). |
|
10.33 |
|
Amendment No. 1 to the Asset Purchase Agreement, dated
as of March 30, 2001, by and between Interpool, Inc. and Transport International
Pool, Inc. (incorporated herein by reference to the Company's Form 8-K filed on
April 3, 2001). |
|
10.34 |
|
Chassis Holdings I LLC Operating Agreement dated as of
July 1, 2001 (incorporated herein by reference to the Companys Quarterly
Report on Form 10-Q filed November 14, 2001). |
|
10.35 |
|
Chassis Holdings I LLC Put/Call Agreement dated as of
July 1, 2001 (incorporated herein by reference to the Companys Quarterly
Report on Form 10-Q filed November 14, 2001). |
|
10.36 |
|
Sale and Purchase Agreement between 211 College Road
Associates and the Company (incorporated herein by reference to the
Companys Annual Report on Form 10-K for the period ended December 31,
2001). |
|
10.37 |
|
Third Amended and Restated Senior Loan and Security Agreement dated as of
December 17, 1997 among Interpool, Inc., Trac Lease, Inc., Interpool Limited,
Interpool Finance Corp. with CoreStates Bank, N.A., as Agent, and PNC Bank,
National Association, as Co-Agent, and the Institutional Lenders listed Herein,
as Lenders. |
|
10.38 |
|
First Amendment to Third Amended and Restated Senior Loan and Security Agreement
dated as of November 17, 1998 among Interpool, Inc., Trac Lease, Inc., Interpool
Limited, Interpool Finance Corp. with First Union National Bank (Successor to
CoreStates Bank, N.A.), as Agent, and PNC Bank, National Association, as
Co-Agent, and the Institutional Lenders listed Herein, as Lenders. |
|
10.39 |
|
Second Amendment to Third Amended and Restated Senior Loan and Security
Agreement dated as of May 26, 2000 among Interpool, Inc., Trac Lease, Inc.,
Interpool Limited, Interpool Finance Corp. with First Union National Bank
(Successor to CoreStates Bank, N.A.), as Agent, and PNC Bank, National
Association, as Co-Agent, and the Institutional Lenders listed Herein, as
Lenders. |
|
10.40 |
|
Third Amendment to Third Amended and Restated Senior Loan and Security Agreement
dated as of July 20, 2000 among Interpool, Inc., Trac Lease, Inc., Interpool
Limited, Interpool Finance Corp. with First Union National Bank (Successor to
CoreStates Bank, N.A.), as Agent, and PNC Bank, National Association, as
Co-Agent, and the Institutional Lenders listed Herein, as Lenders. |
|
10.41 |
|
Fourth Amendment to Third Amended and Restated Senior Loan and Security
Agreement dated as of October 6 2000 among Interpool, Inc., Trac Lease, Inc.,
Interpool Limited, Interpool Finance Corp. with First Union National Bank
(Successor to CoreStates Bank, N.A.), as Agent, and PNC Bank, National
Association, as Co-Agent, and the Institutional Lenders listed Herein, as
Lenders. |
|
12.1 |
|
Statement regarding computation of ratios of earnings
to fixed charges.** |
|
21.1 |
|
Subsidiaries of the Company (incorporated herein by
reference to the Company's Registration Statement on Form S-1 (Reg. No.
333-66738) filed on August 3, 2001). |
|
23.1 |
|
Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 5.1).* |
|
23.2 |
|
Consent of Arthur Andersen LLP.** |
|
24.1 |
|
Power of Attorney (included in signature page).** |
|
25.1 |
|
Statement of Eligibility of Trustee. |
|
99.1 |
|
Letter to Commission Pursuant to Temporary Note 3T.** |
*
** |
To be filed by amendment.
Previously filed. |
(b)
Financial Statement Schedules.
Schedule 2-- |
INTERPOOL, INC. AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
ALLOWANCE FOR DOUBTFUL ACCOUNTS (previously filed) |
All
other financial statement schedules have been omitted because they are not
required, not applicable or the information to be included in the financial
statement schedules is included in the Consolidated Financial Statements or the
notes thereto.
Item 17. Undertakings
Insofar as the indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Princeton, State
of New Jersey, on June 25, 2002.
|
INTERPOOL, INC.
By: /s/ Martin Tuchman
Martin Tuchman
Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Martin Tuchman
Martin Tuchman |
Chairman of the Board and Chief
Executive Officer |
June 25, 2002 |
/s/ Raoul J. Witteveen *
Raoul J. Witteveen |
President, Chief Operating Officer
and Director |
June 25, 2002 |
/s/ Mitchell I. Gordon *
Mitchell I. Gordon |
Chief Financial Officer, Executive
Vice President and Director |
June 25, 2002 |
/s/ Arthur L. Burns *
Arthur L. Burns |
General Counsel, Secretary and
Director |
June 25, 2002 |
/s/ William Geoghan *
William Geoghan |
Senior Vice President (Principal
Accounting Officer) |
June 25, 2002 |
/s/ Warren L. Serenbetz *
Warren L. Serenbetz |
Director |
June 25, 2002 |
/s/ Peter D. Halstead *
Peter D. Halstead |
Director |
June 25, 2002 |
/s/ Joseph J. Whalen *
Joseph J. Whalen |
Director |
June 25, 2002 |
/s/ Clifton H.W. Maloney *
Clifton H.W. Maloney |
Director |
June 25, 2002 |
*By: /s/ Martin Tuchman
Martin Tuchman, as attorney-in-fact