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Adoption Agreement
Adoption Agreement (409K)
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Metropolitan Life Insurance Company
ADOPTION AGREEMENT
for a
NON-STANDARDIZED
401(k) PLAN
By signing this Adoption Agreement, you (the employer) are adopting or
amending a 401(k)/profit sharing plan for the benefit of your eligible
employees. The terms of the plan are contained in the Metropolitan Life
Insurance Company Defined Contribution Basic Plan Document and in this
Adoption Agreement.
You should submit this non-standardized plan to your Internal Revenue
Service Key District Office for a determination that it is a tax-qualified
plan.
Please fill out this Adoption Agreement completely and properly. Failure to
do so may result in plan disqualification. Please type or print clearly
with a pen; do not use a pencil. Please make a copy of this Adoption
Agreement for your records.
PART A - GENERAL INFORMATION
A.1. NAME OF PLAN: This plan shall be known as the:
Interpool, Inc. Employee Savings Plan
A.2. NAME OF THE EMPLOYER: Interpool, Inc.
A.3. EMPLOYER TAX IDENTIFICATION NUMBER: 13-3467669
A.4. EMPLOYER'S ADDRESS: 211 College Road East
Princeton, NJ 08540
A.5. PLAN ADMINISTRATOR (If not the Employer):
ADDRESS:
A.6. TYPE OF BUSINESS ENTITY: |_| Partnership
|_| Limited Liability Partnership |_| Sole Proprietor
|_| Limited Liability Company |X| C Corporation
|_| S Corporation |_| Governmental Entity
|_| Tax-Exempt Organization |_| Other
A.7. DATE EMPLOYER'S BUSINESS COMMENCED: 1968
A.8. LAST DAY OF EMPLOYER'S TAXABLE YEAR: 12/31
--------------------------------
(month/day)
A.9. PLAN NUMBER: 002
---------
A.10. PLAN YEAR:
The plan year is the employer's Taxable Year unless another 12
consecutive month period is selected below.
Indicate last day of plan year if other than the Employer's
Taxable Year
------------------
(month/day)
|_| The period commencing on ____________________ and ending on
_______________; thereafter, the 12 month period commencing
on _______________________ and each anniversary thereof.
The limitation year is the plan year unless another 12-month
period is selected below:
|_| the limitation year will be from _________________________
to _______________________
A.11. NAME OF AMENDED PLAN:
Interpool, Inc. Employee Savings Plan
Original Effective Date: 7/1/1993
--------------------------------
A.12. ADOPTION OR AMENDMENT OF PLAN (complete either A., B. or C.)
A. The effective date of the new plan established by the
execution of this Adoption Agreement is: __________________
B. The effective date of amendments adopted by the execution
of this Adoption Agreement is: 9/1/2001
C. The effective date of this amendment to an earlier
Metropolitan Life Insurance Company Adoption Agreement
is: _____________________
PART B - PARTICIPATION
B.1. ELIGIBILITY (Plan ss.4.2)
There will be no age requirement unless checked below.
|_| An employee must have attained the age of _____________
(may not be greater than 21).
There will be no service requirement unless checked below.
|_| One year of service.
|_| _____ Months of Service (not to exceed 12) (If less than one
year of service is selected, the 1,000 hour of service
requirement for eligibility cannot be used.)
If the year(s) of service selected is or includes a fractional
year, an employee will not be required to complete any specified
number of hours of service to receive credit for such fractional
year.
|_| If checked, the above eligibility requirements apply for
purposes of eligibility to receive employer matching
contributions or employer profit-sharing contributions
and the following eligibility requirements apply for
purposes of eligibility to have 401(k) savings
contributions made on an employee's behalf or for an
employee to make after-tax savings contributions:
There will be no age requirement unless checked below.
|_| An employee must have attained the age of _______
(may not be greater than 21).
There will be no service requirement unless checked
below.
|_| One year of service.
|_| Months of Service (not to exceed 12). (If less than
one year of service is selected, the 1,000 hour of
service requirement for eligibility cannot be
used.)
If the year(s) of service selected is or includes a
fractional year, an employee will not be required
to complete any specified number of hours of
service to receive credit for such fractional year.
|_| Waiver of Requirements for New or Amended Plan.
If checked, each employee employed on the effective date
is automatically eligible to participate. Employees hired
after the effective date or amendment date are eligible
upon satisfying any service and/or age requirement.
B.2 SERVICE RULES (Plan ss.3A.2)
(a) Select one of the methods of measuring eligibility
service below.
|_| Hours of Service Method. (Plan ss. 3A)
An employee's service will be determined by
counting hours of service.
The employee must complete _____ hours of
service during a computation period to be
credited with a year of service. (Insert number;
cannot exceed 1,000.)
Hours of Service. An employee is credited with
his actual hours of service. However, if the
Employer checks one of the following boxes, an
employee is credited with the number of hours
specified:
|_| 10 hours per day
|_| 45 hours per week
|_| 95 hours per half month
|_| 190 hours per month
|X| Elapsed Time Method. (Plan ss.3B)
An employee's service will be determined using
the elapsed time method.
(b) Computation Periods. (Plan ss.3A or 3B)
For eligibility purposes, computation periods are used to
measure an employee's years of service.
|_| If checked, an employee's computation periods
are his first employment year, the first plan
year beginning within his first employment year,
and subsequent plan years. (Cannot be selected
if the Elapsed Time Method is chosen in (a)
above.)
|X| If checked, computation periods are an
employee's employment years.
B.3. Prior service with other businesses. (Planss.3A.10(c) or 3B.6(c))
(a) Predecessor Employers.
List any predecessor employer (other than the employer
adopting this plan, any related employer, or an employer
which previously carried on the employer's business) for
which service will count for eligibility and vesting
purposes.
Transamerica Leasing, Inc.
(b) Related Employers. (Plan ss. 3A.10 or 3B.6)
Years of service with the entities related to the employer
in the manner described in Code ss. 414(b), (c), (m), or (o)
shall include years before such entities were so related
unless otherwise noted below. List entities and special
restrictions:
B.4. ENTRY DATES (Plan ss. 4.3)
The plan's entry dates will be the first day of each of the first
and seventh months of the plan year, unless more frequent entry
dates are selected below:
246666
|
TLI
As referenced in this Adoption Agreement:
Transamerica Leasing, Inc – related employer, or an employer
which previously carried on the employer's business) for
which service will count for eligibility and vesting
purposes.
Transamerica Leasing, Inc .
(b) Related Employers. (Plan ss. 3A.10 or 3B.6)
Years of service with the entities related to the employer
in the
_____________
dt 102863
;
Interpool
As referenced in this Adoption Agreement:
Interpool, – A - GENERAL INFORMATION
A.1. NAME OF PLAN: This plan shall be known as the:
Interpool, Inc. Employee Savings Plan
A.2. NAME OF THE EMPLOYER: Interpool, Inc.
A.3.
_____________
Interpool, – be known as the:
Interpool, Inc. Employee Savings Plan
A.2. NAME OF THE EMPLOYER: Interpool, Inc.
A.3. EMPLOYER TAX IDENTIFICATION NUMBER: 13-3467669
A.4. EMPLOYER'S ADDRESS:
_____________
Interpool, – the limitation year will be from _________________________
to _______________________
A.11. NAME OF AMENDED PLAN:
Interpool, Inc. Employee Savings Plan
Original Effective Date: 7/1/1993
--------------------------------
A.12. ADOPTION OR
_____________
Interpool – of such related employer.
The following employer hereby adopts the plan:
Name of related employer: Interpool Limited
----------------------------------
Employer identification number: 13-2622821
----------------------------
Signature:
-------------------------------------------------------
Name and title: William Geoghan, Senior Vice President
-------------------------------------------------
_____________
dt 75125
;
| |
Preview
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| 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (222K)
Doc #246684: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 2.1 - ASSET PURCHASE AGREEMENT
{TEXT}
------------------------------------------------------------------------------
Exhibit 2.1
ASSET PURCHASE AGREEMENT
by and between
INTERPOOL, INC.
and
TRANSPORT INTERNATIONAL POOL, INC.
Dated as of January 26, 2001
------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS............................................................1
Section 1.1 Definitions.........................................1
Section 1.2 Other Definitional Provisions......................11
ARTICLE II
SALE OF ASSETS; ASSUMPTION OF LIABILITY; PURCHASE PRICE...............11
Section 2.1 Sale and Purchase of Acquired Assets...............12
Section 2.2 Excluded Assets....................................13
Section 2.3 Assumption of Liabilities..........................13
Section 2.4 Excluded Liabilities...............................14
Section 2.5 Purchase Price.....................................15
Section 2.6 Closing............................................17
Section 2.7 Post Closing Purchase Price Adjustment.............17
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER..............................20
Section 3.1 Organization, Power................................20
Section 3.2 Authority Relative to Agreement....................20
Section 3.3 Non-Contravention..................................21
Section 3.4 Consents...........................................21
Section 3.5 Litigation.........................................22
Section 3.6 Compliance with Laws; Permits and Licenses.........22
Section 3.7 Warranty Claims....................................23
Section 3.8 Employees; Employee Benefits.......................23
Section 3.9 Taxes..............................................24
Section 3.10 Material Contracts................................24
Section 3.11 Title to Acquired Assets; Absence of
Encumbrances; Acquired Assets.....................26
Section 3.12 Environmental.....................................27
Section 3.13 Intellectual Property.............................28
Section 3.14 Brokers...........................................28
Section 3.15 No Regulatory Impediment..........................28
Section 3.16 Absence of Certain Changes or Events...............28
Section 3.17 Financial and Business Information................28
Section 3.18 Insurance.........................................29
Section 3.19 Conduct of Business...............................29
Section 3.20 Indebtedness......................................29
Section 3.21 Accuracy of Transamerica Representations and
Warranties........................................29
Section 3.22 NS Sublease.......................................29
Section 3.23 Transamerica Agreement............................29
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER...........................29
Section 4.1 Organization.......................................29
Section 4.2 Authority Relative to Agreement....................30
Section 4.3 Non-Contravention..................................30
Section 4.4 Consents...........................................30
Section 4.5 Brokers............................................31
Section 4.6 Availability of Funds..............................31
Section 4.7 No Regulatory Impediment...........................31
Section 4.8 Litigation.........................................31
Section 4.9 Transamerica Agreement..............................31
ARTICLE V
COVENANTS.............................................................31
Section 5.1 Conduct of Business................................31
Section 5.2 Access; Confidentiality; Cooperation...............33
Section 5.3 Taking of Necessary Action.........................33
Section 5.4 Release of Seller from Assumed Liabilities.........35
Section 5.5 Insurance; Risk of Loss............................36
Section 5.6 Mail; Payments.....................................36
Section 5.7 License of Interpool Name..........................37
Section 5.8 Registration.......................................38
Section 5.9 Assigned Contracts.................................38
Section 5.10 Bulk Sales Waiver.................................38
Section 5.11 Public Announcements..............................38
Section 5.12 Notices of Certain Events.........................39
Section 5.13 Further Assurances................................39
Section 5.14 Transition Services Agreement.....................39
Section 5.15 Pacer Joint Venture...............................39
Section 5.16 Covenant Not to Compete............................40
Section 5.17 Licenses and Titles...............................42
ARTICLE VI
EMPLOYEE MATTERS......................................................42
Section 6.1 Business Employees.................................42
Section 6.2 Employment.........................................42
Section 6.3 Employee Benefits..................................43
Section 6.4 Workers' Compensation..............................43
ARTICLE VII
CONDITIONS TO THE CLOSING.............................................43
Section 7.1 Conditions of Obligation of Each Party.............43
Section 7.2 Additional Conditions to the Obligations
of Purchaser.......................................43
Section 7.3 Additional Conditions to the Obligations
of Seller..........................................44
ARTICLE VIII
TERMINATION, AMENDMENT AND WAIVER.....................................45
Section 8.1 Termination........................................45
Section 8.2 Effect of Termination..............................46
Section 8.3 Liquidated Damages.................................46
246684
|
TLI
As referenced in this Asset Purchase Agreement:
Transamerica Leasing, Inc – the assessment, determination, collection or other
imposition of Taxes.
"Termination Date" has the meaning set forth in Section
8.1(b).
"Transamerica" means Transamerica Leasing, Inc ., a Delaware
corporation.
"Transamerica Agreement" means the Asset Purchase Agreement,
dated as of July 27, 2000, between Transamerica and Seller, as amended
_____________
Transamerica Leasing Inc – Seller the domestic containers (the "PAMC
Containers") subject to the Management Agreement, dated as of May 28, 1999,
between PAMC LLC ("PAMC") and Transamerica Leasing Inc . and Seller as
assignee of Transamerica Leasing Inc. (the "PAMC Management Agreement")
under the same terms and conditions as set forth in
_____________
Transamerica Leasing Inc – to the Management Agreement, dated as of May 28, 1999,
between PAMC LLC ("PAMC") and Transamerica Leasing Inc. and Seller as
assignee of Transamerica Leasing Inc . (the "PAMC Management Agreement")
under the same terms and conditions as set forth in the PAMC Management
Agreement (with Purchaser having the
_____________
dt 102855
;
Citicorp USA
As referenced in this Asset Purchase Agreement:
Citicorp USA, Inc – with reasonably satisfactory evidence that the Acquired Assets as
of Closing will be released from liens under the credit agreement between
Seller and Citicorp USA, Inc . dated as of October 24, 2000 and the
revolving credit agreement with First Union National Bank and will use
commercially reasonable efforts
_____________
dt 165117
;
Interpool
As referenced in this Asset Purchase Agreement:
INTERPOOL, – 2.1 - ASSET PURCHASE AGREEMENT
{TEXT}
------------------------------------------------------------------------------
Exhibit 2.1
ASSET PURCHASE AGREEMENT
by and between
INTERPOOL, INC.
and
TRANSPORT INTERNATIONAL POOL, INC.
Dated as of January 26, 2001
------------------------------------------------------------------------------
TABLE OF
_____________
Interpool – Risk of Loss............................36
Section 5.6 Mail; Payments.....................................36
Section 5.7 License of Interpool Name..........................37
Section 5.8 Registration.......................................38
Section 5.9 Assigned Contracts.................................38
Section 5.
_____________
Interpool – Section 10.1 By Seller for Transamerica Assets.................47
Section 10.2 By Seller for Interpool Assets....................49
Section 10.3 By Purchaser......................................50
Section 10.4 Indemnification Procedure.........................51
Section
_____________
Interpool, – AGREEMENT
Asset Purchase Agreement (this "Agreement"), dated as of
January 26, 2001, by and between Interpool, Inc., a Delaware corporation
("Seller"), and Transport International Pool, Inc., a Pennsylvania
corporation ("Purchaser").
_____________
Interpool – 15(b).
"Contract" has the meaning set forth in Section 3.3.
"Designated Subsidiaries" means Interpool Acquisition,
L.L.C., a Delaware limited liability company, and Trac Lease, Inc., a
Delaware
_____________
dt 75136
;
|
Pacer Int'l
As referenced in this Asset Purchase Agreement:
Pacer International, Inc – to
the Transition Services Agreement and deliver such counterparts to
Purchaser at the Closing.
SECTION 5.15 PACER JOINT VENTURE.
(a) Seller and Purchaser shall negotiate in good faith
with Pacer International, Inc . ("Pacer") to restructure the operations of
PAMC LLC, a joint venture between Pacer and Interpool ("PAMCO") (and the
agreements relating to PAMCO) into two joint ventures with terms
substantially
_____________
Pacer
International, Inc – prior consent of Purchaser. Seller agrees
not to make or agree to make any modification or amendment to the Equipment
Use Agreement (including the Schedules thereto) between PAMC LLC and Pacer
International, Inc . which affect the PAMC Containers, unless the failure to
make such modification or amendment would violate such agreement or give
rise to any liability of Seller (including as manager
_____________
dt 1475005
;
Transport Int'l
As referenced in this Asset Purchase Agreement:
TRANSPORT INTERNATIONAL POOL, – FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 2.1 - ASSET PURCHASE AGREEMENT
{TEXT}
------------------------------------------------------------------------------
Exhibit 2.1
ASSET PURCHASE AGREEMENT
by and between
INTERPOOL, INC.
and
TRANSPORT INTERNATIONAL POOL, INC.
Dated as of January 26, 2001
------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS............................................................1
Section 1.1 Definitions.........................................1
Section 1.
_____________
Transport International Pool, – PURCHASE AGREEMENT
Asset Purchase Agreement (this "Agreement"), dated as of
January 26, 2001, by and between Interpool, Inc., a Delaware corporation
("Seller"), and Transport International Pool, Inc., a Pennsylvania
corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and the Designated Subsidiaries own
_____________
TRANSPORT INTERNATIONAL POOL, – authorized officers, as of the
day and year first above written.
INTERPOOL, INC.
By: /s/ Raoul J. Witteveen
-------------------------
Name: Raoul J. Witteveen
Title:
TRANSPORT INTERNATIONAL POOL, INC.
By: /s/ James L. Robo
-------------------------
Name: James L. Robo
Title:
Solely for purposes of the last
sentence of Section 5.4(
_____________
dt 102845
;
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Asset Purchase Agreement [Amendment No. 1]
Asset Purchase Agreement [Amendment No. 1] (36K)
Doc #246685: Click preview link for longer preview.
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of March 30, 2001 (this "Amendment"),
to the Asset Purchase Agreement, dated as of January 26, 2001 (the
"Purchase Agreement"), between INTERPOOL, INC., a Delaware corporation
("Seller") and TRANSPORT INTERNATIONAL POOL, INC., a Pennsylvania
corporation ("Purchaser"). Capitalized terms not otherwise defined herein
have the respective meanings set forth in the Purchase Agreement.
W I T N E S S E T H :
WHEREAS, Seller and Purchaser desire to exercise their right
pursuant to Section 11.1 of the Purchase Agreement to amend the Purchase
Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which hereby is acknowledged, the parties hereby
agree as follows:
1. Amendment to Section 2.1 of the Purchase Agreement. The introductory
clause of Section 2.1 of the Purchase Agreement hereby is amended to read
in its entirety as follows:
"Subject to the provisions of Section 2.8 hereof, at the
Closing, Seller shall (and shall cause the Designated
Subsidiaries to) sell, transfer, assign, convey and deliver to
Purchaser, and Purchaser shall purchase and acquire from Seller
and the Designated Subsidiaries, any and all of Seller's and
the Designated Subsidiaries' right, title and interest in, to
and under all of the assets of Seller and the Designated
Subsidiaries set forth below in this Section 2.1 (any and all
such assets, but excluding the Excluded Assets, the "Acquired
Assets"):"
2. Amendment to Section 2.5 of the Purchase Agreement. Subsections (a), (b)
and (c) of Section 2.5 of the Purchase Agreement hereby are amended and
restated in their entirety to read as follows:
"(a) (i) Subject to the terms and conditions of this
Agreement, in consideration of the aforesaid sale, transfer,
assignment, conveyance and delivery of the Acquired Assets to
Purchaser, Purchaser shall (i) assume the Assumed Liabilities
(including, without limitation, the assumption and novation of
the Indebtedness) and (ii) pay to Seller an aggregate amount
(the "Purchase Price") equal to (A) the sum of (1) two hundred
eighty-eight million six hundred eighty seven thousand five
hundred twelve dollars [($288,687,512)], (2) the Indebtedness
Shortfall Amount, if any, (3) the Closing Day Amount, (4) the
Net Assets Adjustment Amount and (5) the aggregate Delayed
Delivery Unit Amounts minus the sum of (i) the aggregate amount
of security deposits shown on the Closing Date Schedule of
Security Deposits, (ii) thirty nine thousand two hundred sixty
one dollars ($39,261), representing Purchaser's share of
certain costs required to obtain one of the novations
contemplated by Section 5.4 hereof, and (iii) twenty-six
thousand sixty-seven dollars ($26,067), representing an
adjustment for errors in the September 30, 2000 statement of
assets. The Purchase Price shall be subject to post-Closing
adjustment as provided in Sections 2.7(f), 2.7(h) and 2.7(j)
hereof.
(ii) At the Closing, Purchaser shall pay to Seller, by
wire transfer in immediately available funds to such account or
accounts as Seller shall designate in writing to Purchaser not
less than three business days prior to the Closing, an
aggregate amount equal to (A) the sum of (1) the aggregate
Assigned Equipment Values for the Scheduled Intermodal Assets
other than the Delayed Delivery Units, (2) 80% of the estimated
aggregate Assigned Equipment Values for the Delayed Delivery
Units, (3) the Indebtedness Shortfall Amount, if any, (4) the
Closing Day Amount, (5) the Net Assets Adjustment Amount and
(6) 80% of the estimated aggregate Delayed Delivery Units
Amount minus the sum of (i) sixty-five thousand three-hundred
twenty-eight dollars ($65,328) and (ii) the aggregate amount of
security deposits shown on the Closing Date Schedule of
Security Deposits. Purchaser may credit the amounts specified
in subsections (f) and (g) of Section 5.6 against the cash
payments required to be made by it at Closing.
(b) For purposes of this Agreement, the term "Closing Day
Amount" means: (i) if the Closing occurs before March 30, 2001,
the product obtained by multiplying (A) ninety-two thousand
dollars ($92,000) by (B) the number of calendar days from and
including the Closing Date through, to and including March 29,
2001; and (ii) if the Closing occurs after March 30, 2001, the
product obtained by multiplying (A) ninety-two thousand dollars
($92,000) by (B) negative one (-1) by (C) the number of
calendar days from and including March 31, 2001 through and
including the Closing Date.
(c) For purposes of this Agreement, the term
"Indebtedness Shortfall Amount" shall be an amount equal to the
difference determined by subtracting (i) the aggregate amount
of Indebtedness under the Scheduled Lease-In Transactions as of
the Closing from (ii) fifty-six million nine hundred twenty-two
thousand four hundred eighty-eight dollars ($56, 922,488).
Additionally, the parties hereto agree that for purposes of
determining the Indebtedness Shortfall Amount, the aggregate
amount of Indebtedness under the Scheduled Lease-In
Transactions prior to April 1, 2001 shall not be less than
fifty-six million nine hundred twenty-two thousand four hundred
eighty-eight dollars ($56,922,488)."
3. Deletion of Section 2.5(d). Subsection (d) of Section 2.5 of the
Purchase Agreement hereby is deleted and replaced with the following: "(d)
intentionally omitted".
4. Amendment to Section 2.5(e) of the Purchase Agreement. Section 2.5(e) of
the Purchase Agreement hereby is amended by amending and restating clause
(ii) contained therein to read as follows:
"(ii) the sum of the Assigned Equipment Values for all New Purchased
246685
|
TLI
As referenced in this Asset Purchase Agreement [Amendment No. 1]:
Transamerica Leasing Inc – add
thereto the following: Agreement on the Open Contract of Marine
Insurance No. 00Q21465G (LTL: Dry) dated August 1, 2000 among
Interpool, Inc., Transamerica Leasing Inc . and Tokyo Marine and
Fire Insurance Co., Ltd. (the "Tokyo Marine Policy"). Purchaser
hereby waives any indemnification rights claims, rights or causes
_____________
dt 102856
;
Interpool
As referenced in this Asset Purchase Agreement [Amendment No. 1]:
INTERPOOL, – to the Asset Purchase Agreement, dated as of January 26, 2001 (the
"Purchase Agreement"), between INTERPOOL, INC., a Delaware corporation
("Seller") and TRANSPORT INTERNATIONAL POOL, INC., a Pennsylvania
corporation ("Purchaser").
_____________
Interpool, – the Open Contract of Marine
Insurance No. 00Q21465G (LTL: Dry) dated August 1, 2000 among
Interpool, Inc., Transamerica Leasing Inc. and Tokyo Marine and
Fire Insurance Co., Ltd. (the "Tokyo
_____________
INTERPOOL, – a duly authorized officer of each party hereto as of the date
first above written.
INTERPOOL, INC.
By: /s/ Mitchell I. Gordon
-------------------------
Name: Mitchell I. Gordon
Title: Executive Vice President &
_____________
dt 75137
;
|
Transport Int'l
As referenced in this Asset Purchase Agreement [Amendment No. 1]:
TRANSPORT INTERNATIONAL POOL, – Amendment"),
to the Asset Purchase Agreement, dated as of January 26, 2001 (the
"Purchase Agreement"), between INTERPOOL, INC., a Delaware corporation
("Seller") and TRANSPORT INTERNATIONAL POOL, INC., a Pennsylvania
corporation ("Purchaser"). Capitalized terms not otherwise defined herein
have the respective meanings set forth in the Purchase Agreement.
W
_____________
TRANSPORT INTERNATIONAL POOL, – the date
first above written.
INTERPOOL, INC.
By: /s/ Mitchell I. Gordon
-------------------------
Name: Mitchell I. Gordon
Title: Executive Vice President & Chief
Financial Officer
TRANSPORT INTERNATIONAL POOL, INC.
By: /s/ James L. Robo
-------------------------
Name: James L. Robo
Title: Chief Executive Officer and President
{/TEXT}
{/DOCUMENT}
_____________
dt 102846
|
Preview
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| 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (208K)
Doc #246699: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
TRANSAMERICA LEASING INC.
and
INTERPOOL, INC.
Dated as of July 27, 2000
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..............................................1
1.1 Definitions..............................................1
1.2 Other Definitional Provisions............................8
ARTICLE II SALE OF ASSETS; ASSUMPTION OF LIABILITY;
PURCHASE PRICE.........................................9
2.1 Sale and Purchase of Assets..............................9
2.2 Excluded Assets.........................................10
2.3 Assumption of Liabilities...............................11
2.4 Excluded Liabilities....................................12
2.5 Purchase and Sale.......................................13
2.6 Post-Closing Purchase Price Adjustment..................14
2.7 Cash Management after the Cut-Off Date..................16
ARTICLE III CLOSING.................................................18
3.1 Closing.................................................18
3.2 Closing Deliveries......................................18
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER................19
4.1 Organization, Power.....................................19
4.2 Authority Relative to Agreement.........................19
4.3 Non-Contravention.......................................19
4.4 Consents................................................20
4.5 Signing Statements......................................20
4.6 Litigation..............................................21
4.7 Compliance with Laws; Permits and Licenses..............21
4.8 Absence of Certain Changes or Events....................21
4.9 Special Purpose Financial Statements....................21
4.10 Warranty Claims.........................................22
4.11 Employees; Employee Benefits............................22
4.12 Taxes...................................................23
4.13 Material Contracts......................................23
4.14 Title to Assets; Absence of Encumbrances; Assets........25
4.15 Leases of Real Property.................................26
4.16 Environmental...........................................26
4.17 Intellectual Property...................................27
4.18 Brokers.................................................27
4.19 Accounts Receivables....................................27
4.20 No Regulatory Impediment................................28
4.21 Limitation on Representations and Warranties............28
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER.............28
5.1 Organization............................................28
5.2 Authority Relative to Agreement.........................28
5.3 Non-Contravention.......................................29
5.4 Consents................................................29
5.5 Brokers.................................................29
5.6 Financing...............................................29
5.7 No Regulatory Impediment................................30
ARTICLE VI COVENANTS...............................................30
6.1 Conduct of Business.....................................30
6.2 Access; Confidentiality.................................31
6.3 Taking of Necessary Action..............................32
6.4 Release of Seller from Assumed Liabilities..............33
6.5 Exclusivity.............................................33
6.6 Release of Purchaser from Excluded Liabilities..........33
6.7 Insurance; Risk of Loss.................................33
6.8 Assumption of Proceedings...............................34
6.9 Mail; Payments..........................................34
6.10 License of Name.........................................34
6.11 Post-Closing Sales Tax Cooperation......................36
6.12 Post-Closing Accounting Cooperation.....................36
6.13 General Cooperation.....................................36
6.14 Assigned Contracts......................................36
6.15 Bulk Sales Waiver.......................................36
6.16 Public Announcements....................................37
6.17 Notices of Certain Events...............................37
6.18 Further Assurances......................................37
6.19 Covenant Not to Compete.................................37
6.20 Cooperation with Respect to Financing...................38
6.21 Insurance Reimbursement.................................39
6.22 Contingent Guaranty.....................................39
6.23 Transition Services Agreement...........................39
ARTICLE VII EMPLOYEE MATTERS........................................39
7.1 Business Employees......................................39
7.2 Employment..............................................40
7.3 Employee Benefits.......................................40
7.4 Assumption of Liabilities...............................41
7.5 Retirement Plan for Salaried Business Employees.........42
7.6 401(k) Plan.............................................42
7.7 TARRP...................................................43
7.8 Workers' Compensation...................................43
7.9 Vacation Pay............................................44
7.10 Welfare Plans...........................................44
7.11 Educational Assistance Policy...........................44
7.12 Adoption Assistance Policy..............................44
7.13 Bonuses.................................................45
7.14 Plant Closing Laws......................................45
7.15 Employee Communications.................................45
ARTICLE VIII CONDITIONS TO THE CLOSING...............................45
8.1 Conditions of Obligation of Each Party..................45
8.2 Additional Conditions to the Obligations of Purchaser...46
8.3 Additional Conditions to the Obligations of Seller......47
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER.......................47
9.1 Termination.............................................47
9.2 Effect of Termination...................................48
9.3 Extension; Waiver.......................................49
ARTICLE X TAX MATTERS.............................................49
10.1 Post-Closing Tax and Accounting Matters.................49
10.2 Allocation of Consideration.............................49
ARTICLE XI INDEMNIFICATION.........................................50
11.1 By Seller...............................................50
11.2 By Purchaser............................................51
11.3 Indemnification Procedure...............................52
11.4 Survival................................................53
11.5 Exclusivity.............................................53
11.6 Limits on Environmental Indemnification.................53
ARTICLE XII MISCELLANEOUS...........................................54
12.1 Amendment and Modification; Waiver of Provisions........54
12.2 Expenses................................................55
12.3 Successors and Assigns; Assignments.....................56
12.4 No Third Parties Benefited..............................57
12.5 Notices.................................................57
12.6 Law Governing...........................................58
12.7 Counterparts............................................58
12.8 Entire Agreement........................................58
12.9 Choice of Forum; Waiver of Jury Trial...................58
12.10 Headings................................................59
12.11 Severability............................................59
EXHIBIT A Signing Net Assets Statement
EXHIBIT B Signing Net Book Value of Equipment Report
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of July 27, 2000
("Agreement"), between TRANSAMERICA LEASING INC., a Delaware corporation
("Seller"), and INTERPOOL, INC., a Delaware corporation ("Purchaser").
WITNESSETH
WHEREAS, Seller owns certain assets and properties used
in the conduct of Seller's Business (as hereinafter defined);
WHEREAS, Seller and Purchaser desire to enter into this
Agreement pursuant to which Seller agrees to sell to Purchaser and
Purchaser agrees to purchase from Seller substantially all of the assets,
properties, rights and business of and to assume certain liabilities
relating to Seller's Business.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements hereinafter set forth, the parties
hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The following terms when used in this
Agreement shall have the following meanings:
"Accounting Firm" has the meaning set forth in Section
10.2.
"Accounts Receivable" means any and all trade accounts,
notes and other receivables of Seller and its Subsidiaries in respect of
the Business and all claims relating thereto or arising therefrom.
"Accrued Interest" shall have the meaning set forth in
Section 2.5(b).
"Additional Equipment Payment Amount" has the meaning set
forth in Section 2.6(b).
"Additional Net Assets Payment Amount" has the meaning
set forth in Section 2.6(b).
"Affiliate" means, with respect to any Person, any other
Person controlling, controlled by or under common control with such Person.
For purposes of this definition, "control" (including with correlative
meaning, the terms "controlled by" and "under common control with") as used
with respect to any Person shall mean (a) the ownership of 50% or more of
the voting securities or other voting interests of such Person or (b) the
possession, directly or indirectly, of the power to direct or cause the
direction of management or policies of such Person, whether through
ownership of voting securities, by contract or otherwise.
"Agreement" has the meaning set forth in the Preamble.
"Allocation Agreement" has the meaning set forth in
Section 10.2.
"Applicable Law" has the meaning set forth in Section
4.3.
"Assets" has the meaning set forth in Section 2.1.
"Assumed Liabilities" has the meaning set forth in
Section 2.3.
"Bank Commitment Letter" has the meaning set forth in
Section 5.6.
"Benefit Plan" has the meaning set forth in Section
4.11(b).
"Business" means Seller's North American Intermodal
Business, comprised of Trailer, Domestic Container and Chassis rental,
operating, leasing and management businesses.
"Business Claims" has the meaning set forth in Section
6.7(b).
"Business Day" means any day which is not a Saturday,
Sunday or a day on which banks in New York City are authorized or obligated
by law or executive order to be closed.
"Business Employee" has the meaning set forth in Section
7.1.
"Business Liabilities" has the meaning set forth in
Section 6.7(b).
"Canada Trust Transaction Documents" means all documents
executed and delivered in connection with or pursuant to that certain
Equipment Sub-Lease Agreement made as of December 17, 1996 between Maple
Assets Investments Limited and Transamerica Leasing Inc. (including but not
limited to the "Transaction Documents" as such term is used in said
Equipment Sub-Lease Agreement).
"Cash Management Schedule" has the meaning set forth in
Section 2.7(b).
"Chassis" means any and all chassis, excluding tank
chassis, owned, managed or leased-in by Seller or any of its Subsidiaries
and used or held for use in connection with the Business.
"Cleanup" means all actions required by Environmental
Laws (based upon reasonable evidence of an actual or potential violation of
Environmental Laws or other Release or Third Party Environmental Claims)
to: (1) cleanup, remove, treat or remediate Hazardous Materials in the
Environment; (2) prevent the Release of Hazardous Materials so that they do
not migrate, endanger or threaten to endanger public health or welfare or
the Environment; (3) perform pre-remedial studies and investigations and
post-remedial monitoring and care; or (4) respond to any Governmental
Authority requests for information or documents in any way relating to
cleanup, removal, treatment or remediation or potential cleanup, removal,
treatment or remediation of Hazardous Materials in the Environment.
246699
|
TLI
As referenced in this Asset Purchase Agreement:
TRANSAMERICA LEASING INC – TYPE}EX-2
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 2.1 - ASSET PURCHASE AGREEMENT
{TEXT}
Exhibit 2.1
ASSET PURCHASE AGREEMENT
between
TRANSAMERICA LEASING INC .
and
INTERPOOL, INC.
Dated as of July 27, 2000
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..............................................1
1.1 Definitions..............................................1
1.
_____________
TRANSAMERICA LEASING INC – EXHIBIT B Signing Net Book Value of Equipment Report
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of July 27, 2000
("Agreement"), between TRANSAMERICA LEASING INC ., a Delaware corporation
("Seller"), and INTERPOOL, INC., a Delaware corporation ("Purchaser").
WITNESSETH
WHEREAS, Seller owns certain assets and properties used
in the
_____________
Transamerica Leasing Inc – connection with or pursuant to that certain
Equipment Sub-Lease Agreement made as of December 17, 1996 between Maple
Assets Investments Limited and Transamerica Leasing Inc . (including but not
limited to the "Transaction Documents" as such term is used in said
Equipment Sub-Lease Agreement).
"Cash Management Schedule"
_____________
Transamerica Leasing, Inc – shall be delivered personally, by
courier, by telecopy or by mail (regular, certified or registered), postage
prepaid, addressed as follows:
If to Seller:
Transamerica Leasing, Inc .
c/o Transamerica Corporation
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
Attention: Richard H. Fearon
(Telecopy: (415) 983-4164)
_____________
Transamerica Leasing, Inc – o Transamerica Corporation
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
Attention: Richard H. Fearon
(Telecopy: (415) 983-4164)
and to:
Transamerica Leasing, Inc .
100 Manhattanville Road
Purchase, New York 10577
Attention: Edward T. Mann
(Telecopy: (914) 697-2502)
and to:
Wachtell, Lipton, Rosen & Katz
51
_____________
dt 102859
;
Interpool
As referenced in this Asset Purchase Agreement:
INTERPOOL, – ASSET PURCHASE AGREEMENT
{TEXT}
Exhibit 2.1
ASSET PURCHASE AGREEMENT
between
TRANSAMERICA LEASING INC.
and
INTERPOOL, INC.
Dated as of July 27, 2000
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..............................................
_____________
INTERPOOL, – as of July 27, 2000
("Agreement"), between TRANSAMERICA LEASING INC., a Delaware corporation
("Seller"), and INTERPOOL, INC., a Delaware corporation ("Purchaser").
WITNESSETH
WHEREAS, Seller owns certain assets and properties used
_____________
Interpool, – A. Neff, Esq.
and
Trevor S. Norwitz, Esq.
(Telecopy: (212) 403-2000)
If to Purchaser:
Interpool, Inc.
633 Third Avenue, 17th Floor
New York, NY 10017
Attention: Raoul Witteveen
(Telecopy: (
_____________
INTERPOOL, – TRANSAMERICA LEASING INC.
By: /s/ Richard H. Fearon
----------------------------------------------
Name: Richard H. Fearon
Title: Authorized Signatory
INTERPOOL, INC.
By: /s/ Martin Tuchman
----------------------------------------------
Name: Martin Tuchman
Title: Chairman and Chief Executive Officer
{/
_____________
dt 75150
;
|
 Morgan Stanley
As referenced in this Asset Purchase Agreement:
Morgan Stanley Dean Witter – stipulation or injunction restricting the use thereto by Seller.
4.18 Brokers. No broker, investment banker, financial advisor or other
Person, other than Morgan Stanley Dean Witter & Co. and Donaldson Lufkin
and Jenrette, the fees and expenses of which will be paid by Seller or an
Affiliate thereof, is
_____________
Morgan
Stanley Dean Witter – Tax
Claim not been contested either by Seller or by Purchaser;
(d) Seller shall be solely responsible for the fees and expenses of Morgan
Stanley Dean Witter & Co. and Donaldson, Lufkin & Jenrette, and Purchaser
shall be solely responsible for the fees and expenses of Salomon Smith
Barney; and
(e)
_____________
dt 126470
;
Salomon
As referenced in this Asset Purchase Agreement:
Salomon Smith Barney, – the consummation by Purchaser of the
transactions contemplated hereby.
5.5 Brokers. No broker, investment banker, financial advisor or other
person, other than Salomon Smith Barney, the fees and expenses of which
will be paid by Purchaser, is entitled to any broker's, finder's, financial
advisor's
_____________
Salomon
Smith Barney, – contemplated hereby based upon arrangements made by or on
behalf of Purchaser.
5.6 Financing. Purchaser has entered into a commitment letter with Salomon
Smith Barney, Inc. (collectively, including all exhibits, appendices and
annexes thereto, the "Bank Commitment Letter") pursuant to which Salomon
Smith Barney, Inc. has committed
_____________
Salomon
Smith Barney, – a commitment letter with Salomon
Smith Barney, Inc. (collectively, including all exhibits, appendices and
annexes thereto, the "Bank Commitment Letter") pursuant to which Salomon
Smith Barney, Inc. has committed to provide to Purchaser subject to the
terms and conditions therein, funds which together with cash to be
available
_____________
Salomon Smith
Barney; – expenses of Morgan
Stanley Dean Witter & Co. and Donaldson, Lufkin & Jenrette, and Purchaser
shall be solely responsible for the fees and expenses of Salomon Smith
Barney; and
(e) All other fees and out-of-pocket expenses incurred in connection with
the transactions contemplated hereby shall be paid by
_____________
dt 87937
;
More... |
Preview
Full Doc
| 2000 |
Asset Purchase Agreement [Amendment No. 1]
Asset Purchase Agreement [Amendment No. 1] (13K)
Doc #246700: Click preview link for longer preview.
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of October 24, 2000, (this "Amendment"),
to the Asset Purchase Agreement, dated as of July 27, 2000 (the "Purchase
Agreement"), between TRANSAMERICA LEASING INC., a Delaware corporation
("Seller") and INTERPOOL, INC., a Delaware corporation ("Purchaser").
Capitalized terms not otherwise defined herein have the respective meanings
set forth in the Purchase Agreement.
W I T N E S S E T H :
WHEREAS, Seller and Purchaser desire to exercise their right
pursuant to Section 12.1 of the Purchase Agreement to amend the Purchase
Agreement as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereby agree
as follows:
1. (a) Amendment to Section 1.1 of the Purchase Agreement. Section 1.1 of
the Purchase Agreement is hereby amended by amending and restating clause
(b) of the definition of "Permitted Encumbrances" contained therein to read
as follows:
"(b) with respect to any Trailer, Domestic Container or
Chassis owned or leased by Seller or any of its
Subsidiaries, the lease (which constitutes a Contract)
related to such Trailer, Domestic Container or Chassis."
(b) Amendment to Section 7.2 of the Purchase Agreement. Section 7.2 of the
Purchase Agreement is hereby amended and restated in its entirety to read
as follows:
"7.2 Employment. (a) Effective as of the Closing Date,
Purchaser shall make an offer of employment to each
Business Employee selected by Purchaser in its sole
discretion, provided that, notwithstanding anything
contained herein to the contrary, no later than 5 days
prior to the Closing Date, Purchaser shall provide Seller
with a final list of the Business Employees to whom
Purchaser will make offers. To the extent that, as of the
Closing Date, Purchaser does not make or honor such
offers to any of the Business Employees set forth on
Purchaser's final offer list, Purchaser shall indemnify
and hold harmless Seller and its Affiliates for all
wages, salaries and other employee benefit costs payable
in the ordinary course of business consistent with past
practice incurred by Seller or its Affiliates in respect
of such Business Employees, during the period from the
date of delivery of the final list to Seller by Purchaser
(no less that 5 days prior to the Closing Date) through
and including the Closing Date (on the same basis as such
costs will be reimbursed to Seller by Purchaser for the
period between the Cut-Off Date and the Closing Date in
accordance with Section 2.7). Subject to Purchaser's
obligations under this Agreement, Purchaser's offers of
employment shall be on terms and conditions determined by
Purchaser. Notwithstanding anything contained herein to
the contrary, Purchaser's hiring procedures will comply
with Applicable Law. Purchaser's employment of those
Business Employees who accept offers of employment shall
be deemed to commence on the Closing Date. Those Business
Employees who have been offered employment by Purchaser
and who accept such offers of employment shall be
referred to herein as the "Transferred Employees," and
the parties hereto intend that there shall be continuity
of employment following the Closing with respect to all
Transferred Employees."
(c) Amendment to Article VI. The following Section 6.24 is added to Article
246700
|
TLI
As referenced in this Asset Purchase Agreement [Amendment No. 1]:
TRANSAMERICA LEASING INC – dated as of October 24, 2000, (this "Amendment"),
to the Asset Purchase Agreement, dated as of July 27, 2000 (the "Purchase
Agreement"), between TRANSAMERICA LEASING INC ., a Delaware corporation
("Seller") and INTERPOOL, INC., a Delaware corporation ("Purchaser").
Capitalized terms not otherwise defined herein have the respective meanings
set
_____________
TRANSAMERICA LEASING INC – Amendment has been duly executed and
delivered by the duly authorized officer of each party hereto as of the
date first above written.
TRANSAMERICA LEASING INC .
By: /s/ Richard H. Fearon
----------------------------------------
Name: Richard H. Fearon
Title: Authorized Signatory
INTERPOOL, INC.
By: /s/ Mitchell Gordon
----------------------------------------
Name: Mitchell Gordon
Title:
_____________
dt 102860
;
|
Interpool
As referenced in this Asset Purchase Agreement [Amendment No. 1]:
INTERPOOL, – July 27, 2000 (the "Purchase
Agreement"), between TRANSAMERICA LEASING INC., a Delaware corporation
("Seller") and INTERPOOL, INC., a Delaware corporation ("Purchaser").
Capitalized terms not otherwise defined herein have the respective
_____________
INTERPOOL, – TRANSAMERICA LEASING INC.
By: /s/ Richard H. Fearon
----------------------------------------
Name: Richard H. Fearon
Title: Authorized Signatory
INTERPOOL, INC.
By: /s/ Mitchell Gordon
----------------------------------------
Name: Mitchell Gordon
Title: CFO
{/TEXT}
{/DOCUMENT}
_____________
dt 75151
|
Preview
Full Doc
| 2001 |
Asset Purchase Agreement
Asset Purchase Agreement (186K)
Doc #1639655: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
between
TRANSAMERICA LEASING INC.
TRANS OCEAN TANK SERVICES CORPORATION
and
WORLDWIDE CONTAINERS, INC.
[INTERMODAL TANK CONTAINERS]
Dated as of July 11, 2000
================================================================================
<PAGE>
TABLE OF CONTENTS
. . .
1639655
|
TLI
As referenced in this Asset Purchase Agreement:
TRANSAMERICA LEASING INC – 2.(A)
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>
Exhibit 2(a)
================================================================================
ASSET PURCHASE AGREEMENT
between
TRANSAMERICA LEASING INC .
TRANS OCEAN TANK SERVICES CORPORATION
and
WORLDWIDE CONTAINERS, INC.
[INTERMODAL TANK CONTAINERS]
Dated as of July 11, 2000
================================================================================
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION&
_____________
TRANSAMERICA LEASING INC – Car Company Guarantee...................................................... 49
</TABLE>
Exhibit A Agreed Values
-iii-
<PAGE>
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of July 11, 2000 ("this
Agreement"), between TRANSAMERICA LEASING INC ., a Delaware corporation, and
---------
TRANS OCEAN TANK SERVICES CORPORATION, a Delaware corporation (each, a "Seller,"
------
and collectively, "Sellers"), and WORLDWIDE CONTAINERS, INC., a Delaware
-------
corporation ("Purchaser").
---------
WITNESSETH
WHEREAS, Sellers
_____________
Transamerica Leasing, Inc – hereunder shall be in writing and shall be delivered personally,
by courier, by telecopy or by mail (regular, certified or registered), postage
prepaid, addressed as follows:
If to a Seller:
Transamerica Leasing, Inc .
c/o Transamerica Corporation
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
Attention: Richard H. Fearon
(Telecopy: (415) 983-4164)
and to:
Transamerica Leasing, Inc.
100 Manhattanville
_____________
Transamerica Leasing, Inc – to a Seller:
Transamerica Leasing, Inc.
c/o Transamerica Corporation
The Transamerica Pyramid
600 Montgomery Street
San Francisco, California 94111
Attention: Richard H. Fearon
(Telecopy: (415) 983-4164)
and to:
Transamerica Leasing, Inc .
100 Manhattanville Road
Purchase, New York 10577
Attention: Edward T. Mann
(Telecopy: (914) 697-2502)
and to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New
_____________
TRANSAMERICA LEASING INC – lt;PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized officers, as of the day and year first above
written.
TRANSAMERICA LEASING INC .
By: /s/ RICHARD H. FEARON
---------------------
Name: Richard H. Fearon
Title: Authorized Signatory
TRANS OCEAN TANK SERVICES
CORPORATION
By: /s/ RICHARD H. FEARON
---------------------
Name: Richard H. Fearon
Title: Authorized Signatory
_____________
dt 1678758
;
|
Morgan Stanley
As referenced in this Asset Purchase Agreement:
Morgan Stanley Dean Witter – protect,
adequate and enforceable long-term licenses or other rights to use all such
Intellectual Property.
4.16 Brokers. No broker, investment banker, financial advisor or
-------
other Person, other than Morgan Stanley Dean Witter & Co. and Donaldson Lufkin
and Jenrette, the fees and expenses of which will be paid by a Seller or an
Affiliate thereof, is entitled to any broker's,
_____________
Morgan Stanley Dean Witter – Taxes arising from the transfer of the Assets to Purchaser or assumption of the
Assumed Liabilities by Purchaser;
(d) Sellers shall be solely responsible for the fees and expenses
of Morgan Stanley Dean Witter & Co. and Donaldson, Lufkin & Jenrette; and
(e) All other fees and out-of-pocket expenses incurred in
connection with the transactions contemplated hereby shall be paid by
_____________
dt 1651597
;
 Wachtell Lipton
As referenced in this Asset Purchase Agreement:
Wachtell, Lipton – VIII, the closing (the "Closing") of the purchase of the
-------
Assets and the assumption of the Assumed Liabilities provided for in Article II
shall take place at the offices of Wachtell, Lipton , Rosen & Katz, 51 West 52nd
Street, New York, New York, at 10:00 a.m., New York City time, on the third
business day following the satisfaction or
_____________
Wachtell, Lipton – Attention: Richard H. Fearon
(Telecopy: (415) 983-4164)
and to:
Transamerica Leasing, Inc.
100 Manhattanville Road
Purchase, New York 10577
Attention: Edward T. Mann
(Telecopy: (914) 697-2502)
and to:
Wachtell, Lipton , Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Daniel A. Neff, Esq.
(Telecopy: (212) 403-2000)
If to Purchaser:
c/o Marmon Industrial LLC
_____________
dt 1653401
|
Preview
Full Doc
| 2005 |
Credit Agreement
Credit Agreement (410K)
Doc #1508313: Click preview link for longer preview.
CREDIT AGREEMENT
Dated as of November 3, 2004
among
TRANSAMERICA LEASING INC.,
as a Borrower,
TRANS OCEAN LTD.,
as a Borrower,
TRANS OCEAN CONTAINER CORPORATION,
as a Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as . . .
1508313
|
TLI
As referenced in this Credit Agreement:
TRANSAMERICA LEASING INC –
EXHIBIT 10.1
CREDIT AGREEMENT
Dated as of November 3, 2004
among
TRANSAMERICA LEASING INC .,
as a Borrower,
TRANS OCEAN LTD.,
as a Borrower,
TRANS OCEAN CONTAINER CORPORATION,
as a Borrower,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
as Lenders,
and
FORTIS BANK (
_____________
TRANSAMERICA LEASING INC – the Borrowers or the Subsidiaries
Schedule 9.8 Encumbrances or Restrictions on Borrowers and
Subsidiaries
CREDIT AGREEMENT
This CREDIT AGREEMENT is made as of November 3, 2004, by and among
TRANSAMERICA LEASING INC ., a corporation organized and existing under the laws
of the State of Delaware (together with its successors and permitted assigns,
"TLI"), TRANS OCEAN LTD., a corporation organized and existing
_____________
Transamerica Leasing Inc – A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Acquisition. The acquisition by Container Holdings of all of
the Capital Stock of Transamerica Leasing Inc . and Trans Ocean Ltd.
Acquisition Date. With respect to a Container, the date on
which a Borrower initially acquired such container.
Administrative Agent. Fortis acting as agent for the
_____________
Transamerica Leasing Inc – any holding company of Container Holdings,
TLI, TOL or TOCC pursuant to a registration statement filed with the Securities
and Exchange Commission (other than on Form S-8).
Purchased Entities. Transamerica Leasing Inc ., Trans Ocean
Ltd., Transamerica Leasing do Brasil Ltda., Trans Ocean Container Corporation,
Spacewise Inc., Transamerica Leasing N.V., Transamerica Leasing SRL, ICS
Terminals (UK) Limited, Trans Ocean Regional Corporate
_____________
Transamerica Leasing Inc – Management Fee or payments, advances
or dividends to any direct or indirect parent entity of a Borrower to
be used by such entity solely to pay the Management Fee.
TLI. Transamerica Leasing Inc ., a corporation organized under
the laws of the State of Delaware, and its successors and permitted assigns.
After the closing of the Transactions, the name of Transamerica Leasing Inc.
_____________
dt 1505024
;
Citibank
As referenced in this Credit Agreement:
Citibank N.A. – of the Revolving Credit
Notes and the other Obligations in accordance with the provisions of Section
13.1 hereof.
Accounts Payable Account. Bank account number ____ maintained
by TLI at Citibank N.A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Acquisition. The acquisition by Container Holdings of all of
the Capital Stock of
_____________
Citibank N.A. – hereof and (ii) the two year anniversary of the Closing Date.
Base Rate. The higher of (a) the variable annual rate of
interest so designated from time to time by Citibank N.A. as its "prime rate",
such rate being a reference rate and not necessarily representing the lowest or
best rate being charged to any customer, and (b) one-half of
_____________
Citibank N.A. – such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the
-5-
Base Rate resulting from any changes in Citibank N.A. 's "prime rate" shall take
place immediately without notice or demand of any kind.
Base Rate Loans. All or any portion of any Loan bearing
interest calculated by reference
_____________
Citibank N.A. – as applicable.
Company. Any corporation, limited liability company,
partnership or other business entity (or the adjectival form thereof, where
appropriate).
Concentration Account. Bank account number 40523885 maintained
by TLI at Citibank N.A. and any replacement for such account established in
accordance with the terms of this Loan Agreement.
Concentration Limits. As of any date of determination, all of
the following:
(1)
_____________
Citibank N.A. – other government, or any department, commission, board,
bureau, agency, public authority or instrumentality thereof, or any court or
arbitrator.
Greybox Account. Bank account number 4074-8291 maintained by
TLI at Citibank N.A. and any replacement for such account established in
accordance with the provisions of this Loan Agreement.
Gross Lease Revenues. All of the following: (i) all income
(without reduction for
_____________
dt 1480015
;
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – dry
containers), cellular palletwide containers and all other types of containers
other than standard dry cargo containers.
S&P. Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc ., or any successor thereto.
State. Any state of the United States of America.
Stock Purchase Agreement. That certain Stock Purchase
Agreement, dated as of July 10, 2004, by and
_____________
dt 1518057
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by
_____________
dt 1589017
;
Thacher Proffitt
As referenced in this Credit Agreement:
Thacher Proffitt – Agent's
office located at 3000 AS Rotterdam, The Netherlands, or at such other location
as the Administrative Agent may designate from time to time.
Administrative Agent's Special Counsel. Thacher Proffitt &
Wood LLP or such other counsel as may be approved by the Administrative Agent.
Administrative Questionnaire. An Administrative Questionnaire
in a form supplied by the Administrative Agent.
Affiliate.
_____________
dt 1363776
|
Preview
Full Doc
| 2005 |
Management Advisory Agreement
Management Advisory Agreement (21K)
Doc #1508323: Click preview link for longer preview.
MANAGEMENT ADVISORY AGREEMENT
THIS MANAGEMENT ADVISORY AGREEMENT ("Advisory Agreement"), is executed
as of November 3, 2004 by and among Klesch & Company Limited (the "Advisor"),
TAL International Group, Inc., a Delaware corporation (the "Company"), and its
direct or indirect subsidiaries, including those party hereto (each are referred
to as a "Subsidiary" and collectively as the "Subsidiaries").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Advisor has and/or . . .
1508323
|
TLI
As referenced in this Management Advisory Agreement:
Transamerica Leasing, Inc – excess of $1,250,000. Such fee will be paid
quarterly in arrears on each Payment Date (as defined in the Credit Agreement
dated as of November 3, 2004, among Transamerica Leasing, Inc ., Trans Ocean
Ltd., Trans Ocean Container Corporation, the Lenders party thereto and Fortis
Bank (Nederland) N.V. (the "Senior Credit Agreement"), starting with a payment
in respect of the
_____________
dt 1505025
;
| |
| Full Doc
| 2002 |
Interpool, Inc. Reports Record Third Quarter 2001 Operating Results
Interpool, Inc. Reports Record Third Quarter 2001 Operating Results (10K)
Doc #246652: This document is immediately available for purchase, but does not have a preview available for viewing.
Interpool Inc
EX-99.5
EX-99.5 8 d50190_ex99-5.htm PRESS RELEASE 11-6-01
Exhibit 99.5
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Executive Vice President &
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates
Investors: Christine Mohrmann,
Lauren Levine
Media: Greg Tiberend,
Steve DiMattia
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD THIRD QUARTER 2001 OPERATING RESULTS
- Company Announces Agreement to Sell Ownership in Personal Computer Rentals (PCR) -
PRINCETON, NJ, November 6, 2001 ? Interpool, . . .
246652
|
TLI
As referenced in this Interpool, Inc. Reports Record Third Quarter 2001 Operating Results:
Transamerica Leasing, Inc – 58.0 million in the third quarter of 2000, primarily due to contributions from the acquisition of the North American Intermodal Division of Transamerica Leasing, Inc . in October of 2000.
Operating lease revenue for the quarter increased 30.3% to $68.8 million over $52.8 million in
_____________
dt 102861
;
|
Interpool
As referenced in this Interpool, Inc. Reports Record Third Quarter 2001 Operating Results:
INTERPOOL, – 99.5 8 d50190_ex99-5.htm PRESS RELEASE 11-6-01
Exhibit 99.5
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Executive Vice President &
Chief Financial Officer
(
_____________
INTERPOOL, – Walke Associates
Investors: Christine Mohrmann,
Lauren Levine
Media: Greg Tiberend,
Steve DiMattia
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD THIRD QUARTER 2001 OPERATING RESULTS
- Company Announces Agreement to Sell Ownership
_____________
Interpool, – Announces Agreement to Sell Ownership in Personal Computer Rentals (PCR) -
PRINCETON, NJ, November 6, 2001 Interpool, Inc. (NYSE:IPX) today reported results for the third quarter and nine months ended
_____________
Interpool – the third quarter of 2000 of $10.7 million, or $0.38 per diluted share.
Interpool has reclassified results from Microtech Leasing Corporation and Personal Computer Rentals (PCR) under discontinued operations.
_____________
Interpool, – in the first nine months of 2000.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, commented: Although third quarter results reflect a slightly softer worldwide economy, we are pleased
_____________
dt 75112
|
Preview
Full Doc
| 2001 |
Interpool, Inc. Reports Second Quarter Results
Interpool, Inc. Reports Second Quarter Results (9K)
Doc #246664: Click preview link for longer preview.
FOR:
CONTACT:
INTERPOOL, INC.
Mitchell I. Gordon
Executive Vice President &
Chief Financial Officer
(212) 916-3284
FOR IMMEDIATE RELEASE
Morgen-Walke Associates:
Gordon McCoun, Lauren Levine
Media contact: Greg Tiberend
(212) 850-5600
INTERPOOL, INC. REPORTS SECOND QUARTER RESULTS
? Second Quarter Net Income Rises 13% to $11.7 Million, or $0.41 Per Diluted Share ?
PRINCETON, NJ, August 9, 2001 ? Interpool, Inc. (NYSE:IPX) today reported results for the second quarter and six months ended June . . .
246664
|
TLI
As referenced in this Interpool, Inc. Reports Second Quarter Results:
Transamerica Leasing, Inc – for the quarter grew 45% over last year, largely due to the contributions from the acquisition of the North American Intermodal Division of Transamerica Leasing, Inc ., while pre-tax profits from operating leases increased by 28%.
The Companys container operating lease fleet at the end of the second
_____________
Transamerica Leasing, Inc – year over year growth in revenue and net income, as a result of the Companys acquisition of the North American Intermodal Division of Transamerica Leasing, Inc . in October of 2000. Integration of the Transamerica assets progressed throughout the quarter as planned.
Interpool, originally founded in 1968, is one
_____________
dt 102862
;
|
Interpool
As referenced in this Interpool, Inc. Reports Second Quarter Results:
INTERPOOL, – 2
EX-99.2 6 d70653_ex99-2.htm PRESS RELEASE (2ND QUARTER RESULTS)
FOR:
CONTACT:
INTERPOOL, INC.
Mitchell I. Gordon
Executive Vice President &
Chief Financial Officer
(212) 916-3284
FOR
_____________
INTERPOOL, – RELEASE
Morgen-Walke Associates:
Gordon McCoun, Lauren Levine
Media contact: Greg Tiberend
(212) 850-5600
INTERPOOL, INC. REPORTS SECOND QUARTER RESULTS
Second Quarter Net Income Rises 13% to $11.7
_____________
Interpool, – to $11.7 Million, or $0.41 Per Diluted Share
PRINCETON, NJ, August 9, 2001 Interpool, Inc. (NYSE:IPX) today reported results for the second quarter and six months ended
_____________
INTERPOOL, – 97% in the 2000 second quarter and 95% in the first quarter of 2001.
MORE
INTERPOOL, INC. REPORTS SECOND QUARTER RESULTS
Page 2
Net income for the first six months
_____________
Interpool, – in October of 2000. Integration of the Transamerica assets progressed throughout the quarter as planned.
Interpool, originally founded in 1968, is one of the worlds leading suppliers of equipment and
_____________
dt 75123
|
Preview
Full Doc
| 2001 |
Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.
Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc. (4K)
Doc #246679: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.1
{SEQUENCE}3
{FILENAME}d70541_ex991.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today
that it has completed the acquisition of the North American intermodal division
of Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation
and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the
division, which will add an estimated $165 million to Company sales on a
full-year basis, for approximately $675 million in cash.
Transamerica Leasing is a leading domestic lessor of intermodal equipment.
Transamerica Leasing's chassis fleet services both international shipping lines
and North American railroads, and the rail trailer and domestic container fleets
also supply the domestic railroad industry.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, commented:
"The acquisition of Transamerica's intermodal business is an excellent strategic
fit for Interpool, making us the largest lessor of intermodal container chassis
in the United States with over 165,000 units. It enables us to further
capitalize upon the growth opportunities of our proprietary Poolstat chassis
management operation, by effectively expanding the Interpool customer base that
utilizes our Poolstat software system to include the rail industry, which is the
perfect complement to our presence in the maritime industry."
(More)
{PAGE}
INTERPOOL, INC. COMPLETES ACQUISITION OF THE NORTH AMERICAN
INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC. Page 2
Raoul Witteveen, President and Chief Operating Officer, added: "We believe that
as a combined company, Interpool is well-positioned for continued growth. With
Transamerica Leasing's highly regarded management team, coupled with Interpool's
unparalleled industry experience and growth orientation, we are in an even
stronger position to provide the best service and equipment to our customers."
Mr. Tuchman concluded: "We expect a smooth integration of Transamerica's
intermodal business into our operations and will work to maximize the benefits
of the increased utilization of our Poolstat fleet and expanded equipment base.
These factors, combined with greater financial resources and broadened
management and customer services teams, should result in a strengthening of our
customer service offerings."
Interpool, originally founded in 1968, is one of the world's leading suppliers
of equipment and services to the transportation industry. It is the largest
lessor of intermodal container chassis in the United States and a world-leading
lessor of cargo containers used in international trade. Interpool leases its
containers and chassis to over 200 customers, including nearly all of the
world's 20 largest international container shipping lines.
This Press Release contains certain forward-looking statements regarding future
circumstances. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated in such forward-looking statements, including in particular the
risks and uncertainties described in the company's SEC filings. The company
undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof.
###
Note: This press release and other press releases and information can be viewed
at the Company's website at www.interpool.com.
{/TEXT}
{/DOCUMENT}
246679
|
TLI
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
TRANSAMERICA LEASING, INC – Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC .
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today
that it has completed the acquisition of the North American
_____________
Transamerica Leasing, Inc – J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today
that it has completed the acquisition of the North American intermodal division
of Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation
and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the
division, which
_____________
TRANSAMERICA LEASING, INC – the
perfect complement to our presence in the maritime industry."
(More)
{PAGE}
INTERPOOL, INC. COMPLETES ACQUISITION OF THE NORTH AMERICAN
INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC . Page 2
Raoul Witteveen, President and Chief Operating Officer, added: "We believe that
as a combined company, Interpool is well-positioned for
_____________
dt 102864
;
AEGON
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
AEGON – that it has completed the acquisition of the North American intermodal division
of Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation
and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the
division, which will add an estimated $165 million to Company sales
_____________
dt 229886
;
|
Interpool
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
INTERPOOL, – 99.1
{SEQUENCE}3
{FILENAME}d70541_ex991.txt
{DESCRIPTION}PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – 3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON,
_____________
Interpool, – THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today
that it has completed the acquisition of the North
_____________
Interpool – of Transamerica Finance Corporation
and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the
division, which will add an estimated $165 million to Company sales on a
_____________
Interpool, – fleets
also supply the domestic railroad industry.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, commented:
"The acquisition of Transamerica's intermodal business is an excellent strategic
fit for
_____________
dt 75132
|
Preview
Full Doc
| 2001 |
Interpool, Inc. Announces Completion of Sale of Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services
Interpool, Inc. Announces Completion of Sale of Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services (2K)
Doc #246686: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
For immediate release FOR: INTERPOOL, INC.
CONTACT: Mitchell Gordon
Executive Vice President and
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates
Gordon McCoun, Christine
Mohrmann, Lauren Levine
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. ANNOUNCES COMPLETION OF SALE OF INTERMODAL TRAILERS
AND DOMESTIC RAIL CONTAINERS TO TIP INTERMODAL SERVICES
PRINCETON, N.J., March 30, 2001 - Interpool, Inc. (NYSE:IPX) announced
today the completion of the sale of its approximately 50,000 intermodal
trailers and domestic rail containers to TIP Intermodal Services (TIP), a
GE Capital Company, which includes 40,000 units that Interpool acquired
from Transamerica Leasing Inc., in October of 2000. The transaction is
valued at approximately $345 million. As a result of the transaction, the
Company reduced its net debt by approximately $300 million.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, stated,
"We are pleased to have completed the sale of our intermodal trailers and
domestic rail containers to TIP Intermodal Services. By decreasing our
leverage, Interpool has additional flexibility to invest in its core
chassis and marine container businesses."
Interpool, originally founded in 1968, is one of the world's leading
suppliers of equipment and services to the transportation industry. It is
the largest lessor of intermodal container chassis in the United States and
a world-leading lessor of cargo containers used in international trade.
Interpool leases its containers and chassis to customers around the world.
Note: This press release and other press releases and information can be
viewed at Interpool's website at www.interpool.com.
{/TEXT}
{/DOCUMENT}
246686
|
TLI
As referenced in this Interpool, Inc. Announces Completion of Sale of Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services:
Transamerica Leasing Inc – trailers and domestic rail containers to TIP Intermodal Services (TIP), a
GE Capital Company, which includes 40,000 units that Interpool acquired
from Transamerica Leasing Inc ., in October of 2000. The transaction is
valued at approximately $345 million. As a result of the transaction, the
Company reduced its
_____________
dt 102857
;
|
Interpool
As referenced in this Interpool, Inc. Announces Completion of Sale of Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services:
INTERPOOL, – txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
For immediate release FOR: INTERPOOL, INC.
CONTACT: Mitchell Gordon
Executive Vice President and
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – Walke Associates
Gordon McCoun, Christine
Mohrmann, Lauren Levine
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. ANNOUNCES COMPLETION OF SALE OF INTERMODAL TRAILERS
AND DOMESTIC RAIL CONTAINERS TO TIP
_____________
Interpool, – TRAILERS
AND DOMESTIC RAIL CONTAINERS TO TIP INTERMODAL SERVICES
PRINCETON, N.J., March 30, 2001 - Interpool, Inc. (NYSE:IPX) announced
today the completion of the sale of its approximately 50,
_____________
Interpool – to TIP Intermodal Services (TIP), a
GE Capital Company, which includes 40,000 units that Interpool acquired
from Transamerica Leasing Inc., in October of 2000. The transaction is
valued at approximately $
_____________
Interpool, – its net debt by approximately $300 million.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, stated,
"We are pleased to have completed the sale of our intermodal trailers and
_____________
dt 75138
|
Preview
Full Doc
| 2001 |
Interpool, Inc. Announces Agreement to Sell Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services
Interpool, Inc. Announces Agreement to Sell Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services (3K)
Doc #246689: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell Gordon
Executive Vice President and
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates
Gordon McCoun, Lauren Levine
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. ANNOUNCES AGREEMENT TO SELL INTERMODAL TRAILERS
AND
DOMESTIC RAIL CONTAINERS TO TIP INTERMODAL SERVICES
PRINCETON, N.J., January 29, 2001 - Interpool, Inc. (NYSE: IPX) and TIP
Intermodal Services, a GE Capital Company, headquartered in Devon, PA,
announced today the signing of a definitive agreement for the sale of
approximately 50,000 intermodal trailers and domestic rail containers by
Interpool, Inc., to TIP, which includes 40,000 units that Interpool
acquired from Transamerica Leasing Inc., in October of 2000. The
transaction is valued at approximately $345 million and is subject to
customary closing conditions. The transaction is expected to close in the
second quarter of 2001.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
commented, "We are pleased to have entered into this agreement with TIP. It
is consistent with our stated strategy of increasing our focus on our key
chassis and international container businesses."
Mr. Tuchman concluded, "Upon completion of the sale, we plan to use the
majority of the proceeds to pay down debt. This will enable us to decrease
our leverage as well as free up capital for new investment opportunities in
market sectors that will maximize financial returns for our shareholders."
According to Barry DeSantis, President, TIP Intermodal Services, "This
acquisition is one more way TIP is demonstrating its commitment to support
the growth of intermodal services. The acquisition will create synergies
which will improve product and service offerings and drive productivity
gains to benefit our customers."
INTERPOOL IN AGREEMENT TO SELL INTERMODAL TRAILERS
AND DOMESTIC RAIL CONTAINERS TO TIP
TIP Intermodal Services (www.tipintermodal.com) is a division of TIP
(Transport International Pool), a global leader in over-the-road and
intermodal transportation services.
GE Capital, with assets of more than US$370 billion, is a global,
diversified financial services company with 25 specialized segments. A
wholly-owned subsidiary of General Electric Company, GE Capital, based in
Stamford, CT, provides equipment management, mid-market and specialized
financing, specialty insurance and a variety of consumer services, such as
car leasing, home mortgages and credit cards to businesses and individuals
around the world. GE is a diversified services, technology and
manufacturing company with operations worldwide.
Interpool, originally founded in 1968, is one of the world's leading
suppliers of equipment and services to the transportation industry. It is
the largest lessor of intermodal container chassis in the United States and
a world-leading lessor of cargo containers used in international trade.
Interpool leases its containers and chassis to over 500 customers around
the world.
Note: This press release and other press releases and information can be
viewed at Interpool's website at www.interpool.com.
-----------------
{/TEXT}
{/DOCUMENT}
246689
|
TLI
As referenced in this Interpool, Inc. Announces Agreement to Sell Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services:
Transamerica Leasing Inc – approximately 50,000 intermodal trailers and domestic rail containers by
Interpool, Inc., to TIP, which includes 40,000 units that Interpool
acquired from Transamerica Leasing Inc ., in October of 2000. The
transaction is valued at approximately $345 million and is subject to
customary closing conditions. The transaction is
_____________
dt 102858
;
|
Interpool
As referenced in this Interpool, Inc. Announces Agreement to Sell Intermodal Trailers And Domestic Rail Containers to TIP Intermodal Services:
INTERPOOL, – 2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell Gordon
Executive Vice President and
Chief Financial Officer
(
_____________
INTERPOOL, – 3284
Morgen-Walke Associates
Gordon McCoun, Lauren Levine
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. ANNOUNCES AGREEMENT TO SELL INTERMODAL TRAILERS
AND
DOMESTIC RAIL CONTAINERS TO TIP INTERMODAL
_____________
Interpool, – TRAILERS
AND
DOMESTIC RAIL CONTAINERS TO TIP INTERMODAL SERVICES
PRINCETON, N.J., January 29, 2001 - Interpool, Inc. (NYSE: IPX) and TIP
Intermodal Services, a GE Capital Company, headquartered in Devon,
_____________
Interpool, – agreement for the sale of
approximately 50,000 intermodal trailers and domestic rail containers by
Interpool, Inc., to TIP, which includes 40,000 units that Interpool
acquired from Transamerica Leasing
_____________
Interpool
– and domestic rail containers by
Interpool, Inc., to TIP, which includes 40,000 units that Interpool
acquired from Transamerica Leasing Inc., in October of 2000. The
transaction is valued at
_____________
dt 75141
|
| Full Doc
| 2000 |
Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income
Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income (10K)
Doc #246692: This document is immediately available for purchase, but does not have a preview available for viewing.
Interpool Inc
EX-99.1
EX-99.1 3 d70332-ex99_1.htm PRESS RELEASE
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Raoul J. Witteveen
President, Chief Operating Officer
and Chief Financial Officer
(212) 916-3261
Morgen-Walke Associates:
Gordon McCoun, Jennifer Angell
Media contacts: Heather Fox
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME
- Net Income of $10.4 Million, or $0.38 Per Diluted Share, on 50% Revenue Growth -
PRINCETON, NJ, August 1, 2000 ? Interpool, Inc. ( . . .
246692
|
TLI
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
Transamerica Leasing, Inc – the fourth quarter of 1999.
As previously disclosed on July 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing.
_____________
dt 102865
;
AEGON
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
AEGON – 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing. The transaction is subject to receipt of financing and
_____________
dt 229887
;
|
Interpool
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
INTERPOOL, –
EX-99.1
EX-99.1 3 d70332-ex99_1.htm PRESS RELEASE
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Raoul J. Witteveen
President, Chief Operating Officer
and Chief
_____________
INTERPOOL, – 3261
Morgen-Walke Associates:
Gordon McCoun, Jennifer Angell
Media contacts: Heather Fox
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME
- Net Income of $10.4 Million,
_____________
Interpool, – or $0.38 Per Diluted Share, on 50% Revenue Growth -
PRINCETON, NJ, August 1, 2000 Interpool, Inc. (NYSE:IPX) reported today record net income for the second quarter ended June
_____________
Interpool – 2000 six-month period was $20,920,000, or $0.76 per diluted share.
MORE
Interpool 2Q00
August 1, 2000
Page 2
Revenues and pre-tax profits from Interpools containers and
_____________
Interpool – and 95% in the fourth quarter of 1999.
As previously disclosed on July 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc., a subsidiary
_____________
dt 75143
|
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Full Doc
| 2000 | |
TLI
As referenced in this Interpool, Inc. Appoints Mitchell Gordon as Chief Financial Officer:
Transamerica Leasing, Inc – management.
(more)
INTERPOOL, INC. APPOINTS MITCHELL GORDON
AS CHIEF FINANCIAL OFFICER
Page 2
Interpool recently announced that it signed a definitive agreement with Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing
_____________
dt 102866
;
AEGON
As referenced in this Interpool, Inc. Appoints Mitchell Gordon as Chief Financial Officer:
AEGON – OFFICER
Page 2
Interpool recently announced that it signed a definitive agreement with Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing for approximately $675 million in cash.
Interpool, originally founded
_____________
dt 229889
;
|
Interpool
As referenced in this Interpool, Inc. Appoints Mitchell Gordon as Chief Financial Officer:
INTERPOOL, –
EX-99.4
EX-99.4 6 d70332-ex99_4.htm PRESS RELEASE
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – 3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. APPOINTS MITCHELL GORDON AS CHIEF FINANCIAL OFFICER
PRINCETON, N.J., October 10, 2000 -
_____________
Interpool, – INTERPOOL, INC. APPOINTS MITCHELL GORDON AS CHIEF FINANCIAL OFFICER
PRINCETON, N.J., October 10, 2000 - Interpool, Inc. (NYSE: IPX) announced today the appointment of Mitchell I. Gordon as Executive Vice
_____________
Interpool, – Harvard Business School. Mr. Gordon has been a member of the Board of Directors of Interpool, Inc. since 1998.
Mr. Martin Tuchman, Chairman and Chief Executive Officer, commented: Todays announcements
_____________
Interpool, – Martin Tuchman, Chairman and Chief Executive Officer, commented: Todays announcements are an important step for Interpool, as we build our management team and position ourselves for the future. As a
_____________
dt 75146
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Full Doc
| 2000 | |
TLI
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
TRANSAMERICA LEASING, INC – Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC .
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today that it has completed the acquisition of the North American
_____________
Transamerica Leasing, Inc – J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today that it has completed the acquisition of the North American intermodal division of Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the division, which
_____________
TRANSAMERICA LEASING, INC – is the perfect complement to our presence in the maritime industry.
(More)
INTERPOOL, INC. COMPLETES ACQUISITION OF THE NORTH AMERICAN
INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC .
Page 2
Raoul Witteveen, President and Chief Operating Officer, added: We believe that as a combined company, Interpool is well-positioned for
_____________
dt 102867
;
AEGON
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
AEGON – that it has completed the acquisition of the North American intermodal division of Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the division, which will add an estimated $165 million to Company sales
_____________
dt 229890
;
|
Interpool
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
INTERPOOL, –
EX-99.5
EX-99.5 7 d70332-ex99_5.htm PRESS RELEASE
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – 3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON,
_____________
Interpool, – THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced today that it has completed the acquisition of the North
_____________
Interpool – of Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in Purchase, New York. Interpool purchased the division, which will add an estimated $165 million to Company sales on a
_____________
Interpool, – fleets also supply the domestic railroad industry.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool, commented: The acquisition of Transamericas intermodal business is an excellent strategic fit for Interpool,
_____________
dt 75147
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| Full Doc
| 2000 |
Interpool, Inc. Reports 3rd Quarter 2000 Results
Interpool, Inc. Reports 3rd Quarter 2000 Results (10K)
Doc #246698: This document is immediately available for purchase, but does not have a preview available for viewing.
Interpool Inc
EX-99.7
EX-99.7 9 d70332-ex99_7.htm PRESS RELEASE
Ex 99.7
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates:
Gordon McCoun, Jennifer Angell
Media contacts: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. REPORTS 3RD QUARTER 2000 RESULTS
- Net Income rises 83% to $11.1 Million, or $0.40 Per Diluted Share ?Revenue Increases 21% to $69.1 Million -
PRINCETON, NJ, November 2, 2000 ? Interpool, Inc. (NYSE:IPX) reported today . . .
246698
|
TLI
As referenced in this Interpool, Inc. Reports 3rd Quarter 2000 Results:
Transamerica Leasing, Inc – 1999.
As previously disclosed on October 24, 2000, Interpool announced that it has completed the acquisition of the North American Intermodal Division of Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), for approximately $672 million. In the transaction, Interpool acquired approximately
_____________
dt 102868
;
AEGON
As referenced in this Interpool, Inc. Reports 3rd Quarter 2000 Results:
AEGON – that it has completed the acquisition of the North American Intermodal Division of Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), for approximately $672 million. In the transaction, Interpool acquired approximately 70,000 chassis, 23,000 rail trailers and 19,
_____________
dt 229891
;
|
Interpool
As referenced in this Interpool, Inc. Reports 3rd Quarter 2000 Results:
INTERPOOL, – 99.7
EX-99.7 9 d70332-ex99_7.htm PRESS RELEASE
Ex 99.7
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – 3284
Morgen-Walke Associates:
Gordon McCoun, Jennifer Angell
Media contacts: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. REPORTS 3RD QUARTER 2000 RESULTS
- Net Income rises 83% to $11.1 Million,
_____________
Interpool, – Per Diluted Share Revenue Increases 21% to $69.1 Million -
PRINCETON, NJ, November 2, 2000 Interpool, Inc. (NYSE:IPX) reported today net income for the third quarter ended September 30,
_____________
Interpool – 2000 nine-month period was $32,000,000, or $1.16 per diluted share.
MORE
Interpool 3Q00
November 2, 2000
Page 2
Revenues and pre-tax profits from Interpools containers and
_____________
Interpool – from 93% in the third quarter of 1999.
As previously disclosed on October 24, 2000, Interpool announced that it has completed the acquisition of the North American Intermodal Division of Transamerica
_____________
dt 75149
|
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Full Doc
| 2000 |
Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.
Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc. (4K)
Doc #246701: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}4
{FILENAME}0004.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
Exhibit 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has completed the acquisition of the North American
intermodal division of Transamerica Leasing, Inc., a subsidiary of
Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in
Purchase, New York. Interpool purchased the division, which will add an
estimated $165 million to Company sales on a full-year basis, for
approximately $675 million in cash.
Transamerica Leasing is a leading domestic lessor of intermodal equipment.
Transamerica Leasing's chassis fleet services both international shipping
lines and North American railroads, and the rail trailer and domestic
container fleets also supply the domestic railroad industry.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
commented: "The acquisition of Transamerica's intermodal business is an
excellent strategic fit for Interpool, making us the largest lessor of
intermodal container chassis in the United States with over 165,000 units.
It enables us to further capitalize upon the growth opportunities of our
proprietary Poolstat chassis management operation, by effectively expanding
the Interpool customer base that utilizes our Poolstat software system to
include the rail industry, which is the perfect complement to our presence
in the maritime industry."
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
Raoul Witteveen, President and Chief Operating Officer, added: "We believe
that as a combined company, Interpool is well-positioned for continued
growth. With Transamerica Leasing's highly regarded management team,
coupled with Interpool's unparalleled industry experience and growth
orientation, we are in an even stronger position to provide the best
service and equipment to our customers."
Mr. Tuchman concluded: "We expect a smooth integration of Transamerica's
intermodal business into our operations and will work to maximize the
benefits of the increased utilization of our Poolstat fleet and expanded
equipment base. These factors, combined with greater financial resources
and broadened management and customer services teams, should result in a
strengthening of our customer service offerings."
Interpool, originally founded in 1968, is one of the world's leading
suppliers of equipment and services to the transportation industry. It is
the largest lessor of intermodal container chassis in the United States and
a world-leading lessor of cargo containers used in international trade.
Interpool leases its containers and chassis to over 200 customers,
including nearly all of the world's 20 largest international container
shipping lines.
This Press Release contains certain forward-looking statements regarding
future circumstances. These forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ materially from
those contemplated in such forward-looking statements, including in
particular the risks and uncertainties described in the company's SEC
filings. The company undertakes no obligation to publicly release any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof.
Note: This press release and other press releases and information can be
viewed at the Company's website at www.interpool.com.
{/TEXT}
{/DOCUMENT}
246701
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TLI
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
TRANSAMERICA LEASING, INC – Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC .
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has completed the acquisition of the North American
_____________
Transamerica Leasing, Inc – J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has completed the acquisition of the North American
intermodal division of Transamerica Leasing, Inc ., a subsidiary of
Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in
Purchase, New York. Interpool purchased the division, which
_____________
TRANSAMERICA LEASING, INC – which is the perfect complement to our presence
in the maritime industry."
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC .
Raoul Witteveen, President and Chief Operating Officer, added: "We believe
that as a combined company, Interpool is well-positioned for continued
growth.
_____________
dt 102869
;
AEGON
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
AEGON – that it has completed the acquisition of the North American
intermodal division of Transamerica Leasing, Inc., a subsidiary of
Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in
Purchase, New York. Interpool purchased the division, which will add an
estimated $165 million to Company sales
_____________
dt 229893
;
|
Interpool
As referenced in this Interpool, Inc. Completes Acquisition of the North American Intermodal Division of Transamerica Leasing, Inc.:
INTERPOOL, – 4
{FILENAME}0004.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
Exhibit 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Mitchell I. Gordon
Chief Financial Officer
(212) 916-3284
_____________
INTERPOOL, – 3284
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Shannon Stevens
(212) 850-5600
INTERPOOL, INC. COMPLETES ACQUISITION OF THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON,
_____________
Interpool, – THE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA LEASING, INC.
PRINCETON, N.J., October 24, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has completed the acquisition of the North
_____________
Interpool – of
Transamerica Finance Corporation and AEGON N.V. (NYSE: AEG), based in
Purchase, New York. Interpool purchased the division, which will add an
estimated $165 million to Company sales on a
_____________
Interpool, – fleets also supply the domestic railroad industry.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
commented: "The acquisition of Transamerica's intermodal business is an
excellent strategic fit for
_____________
dt 75152
|
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Full Doc
| 2000 | |
TLI
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Transamerica Leasing, Inc – TRANSAMERICA FINANCE CORP.
PRINCETON, N.J., July 28, 2000 Interpool, Inc. (NYSE: IPX) announced today that it has signed a definitive agreement with Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing.
_____________
Transamerica Leasing, Inc – be accretive to earnings.
Transamerica Finance Corporation, a commercial lending and leasing company that manages $16 billion in assets at year-end 1999. Transamerica Leasing, Inc ., based in Purchase, New York, is a leading domestic lessor of intermodal equipment. Transamerica Finance Corporation was acquired by AEGON in July
_____________
Transamerica Leasing, Inc – fleet, combined with its expanded base of equipment, should benefit our existing Poolstat customers.
Robert A. Watson, Chairman and Chief Executive Officer of Transamerica Leasing, Inc ., stated: We are pleased that our North American intermodal business is joining with Interpool, a company which has a dedication to and
_____________
dt 102870
;
AEGON
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
AEGON – Inc. (NYSE: IPX) announced today that it has signed a definitive agreement with Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing. Under terms of the agreement, Interpool will pay approximately $
_____________
AEGON – 1999. Transamerica Leasing, Inc., based in Purchase, New York, is a leading domestic lessor of intermodal equipment. Transamerica Finance Corporation was acquired by AEGON in July 1999 as part of its acquisition of Transamerica Corporation.
(More)
INTERPOOL, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE NORTH AMERICAN INTERMODAL DIVISION
_____________
dt 229894
;
Interpool
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
INTERPOOL, – 99.3
EX-99.(3) 3 0003.htm PRESS RELEASE DATED JULY 28, 2000
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Raoul J. Witteveen
President, Chief Operating Officer
and Chief
_____________
INTERPOOL, – 3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Heather Fox
(212) 850-5600
INTERPOOL, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
_____________
Interpool, – ACQUIRE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
PRINCETON, N.J., July 28, 2000 Interpool, Inc. (NYSE: IPX) announced today that it has signed a definitive agreement with Transamerica
_____________
Interpool – to acquire the North American intermodal division of Transamerica Leasing. Under terms of the agreement, Interpool will pay approximately $675 million in cash. The acquisition is being financed through a combination
_____________
INTERPOOL, – acquired by AEGON in July 1999 as part of its acquisition of Transamerica Corporation.
(More)
INTERPOOL, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
_____________
dt 75155
;
|
Salomon
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Salomon Smith Barney – cash. The acquisition is being financed through a combination of cash and proceeds from a committed secured financing facility to be arranged by Salomon Smith Barney Inc. and Citicorp. North America, Inc. Salomon Smith Barney has also served as Interpools advisor in the transaction. The transaction is subject to
_____________
Salomon Smith Barney – of cash and proceeds from a committed secured financing facility to be arranged by Salomon Smith Barney Inc. and Citicorp. North America, Inc. Salomon Smith Barney has also served as Interpools advisor in the transaction. The transaction is subject to receipt of the financing and Hart Scott Rodino approval,
_____________
dt 87938
;
Smith Barney
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Smith Barney Inc – The acquisition is being financed through a combination of cash and proceeds from a committed secured financing facility to be arranged by Salomon Smith Barney Inc . and Citicorp. North America, Inc. Salomon Smith Barney has also served as Interpools advisor in the transaction. The transaction is subject to
_____________
dt 143102
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| 2000 |
Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income
Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income (9K)
Doc #246705: Click preview link for longer preview.
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Raoul J. Witteveen
President, Chief Operating Officer
and Chief Financial Officer
(212) 916-3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Heather Fox
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME
- Net Income of $10.4 Million, or $0.38 Per Diluted Share, on 50% Revenue Growth -
PRINCETON, NJ, August 1, 2000 ? Interpool, Inc. (NYSE:IPX) reported today record net income for the second quarter ended June 30, 2000 of $10,377,000, or $0.38 . . .
246705
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TLI
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
Transamerica Leasing, Inc – the fourth quarter of 1999.
As previously disclosed on July 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing.
_____________
dt 102871
;
AEGON
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
AEGON – 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V. (NYSE:AEG), to acquire the North American intermodal division of Transamerica Leasing. The transaction is subject to receipt of financing and
_____________
dt 229895
;
|
Interpool
As referenced in this Interpool, Inc. Reports Record 2nd Quarter 2000 Net Income:
INTERPOOL, – 99.4
EX-99.(4) 4 0004.htm PRESS RELEASE DATED AUGUST 1, 2000
FOR:
INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT:
Raoul J. Witteveen
President, Chief Operating Officer
and Chief
_____________
INTERPOOL, – 3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Heather Fox
(212) 850-5600
INTERPOOL, INC. REPORTS RECORD 2ND QUARTER 2000 NET INCOME
- Net Income of $10.4 Million,
_____________
Interpool, – or $0.38 Per Diluted Share, on 50% Revenue Growth -
PRINCETON, NJ, August 1, 2000 Interpool, Inc. (NYSE:IPX) reported today record net income for the second quarter ended June
_____________
Interpool – 2000 six-month period was $20,920,000, or $0.76 per diluted share.
- MORE -
Interpool 2Q00
August 1, 2000
Page 2
Revenues and pre-tax profits from Interpools containers and
_____________
Interpool – and 95% in the fourth quarter of 1999.
As previously disclosed on July 28, 2000, Interpool announced that it has entered into a definitive agreement with Transamerica Leasing, Inc., a subsidiary
_____________
dt 75156
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Full Doc
| 2000 |
Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.
Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp. (4K)
Doc #246706: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Raoul J. Witteveen
President, Chief Operating Officer
and Chief Financial Officer
(212) 916-3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Heather Fox
(212) 850-5600
INTERPOOL, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
PRINCETON, N.J., July 28, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has signed a definitive agreement with Transamerica Leasing,
Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V.
(NYSE:AEG), to acquire the North American intermodal division of
Transamerica Leasing. Under terms of the agreement, Interpool will pay
approximately $675 million in cash. The acquisition is being financed
through a combination of cash and proceeds from a committed secured
financing facility to be arranged by Salomon Smith Barney Inc. and
Citicorp. North America, Inc. Salomon Smith Barney has also served as
Interpool's advisor in the transaction. The transaction is subject to
receipt of the financing and Hart Scott Rodino approval, and is expected to
close before the end of 2000. The acquisition is expected to be accretive
to earnings.
Transamerica Finance Corporation, a commercial lending and leasing company
that manages $16 billion in assets at year-end 1999. Transamerica Leasing,
Inc., based in Purchase, New York, is a leading domestic lessor of
intermodal equipment. Transamerica Finance Corporation was acquired by
AEGON in July 1999 as part of its acquisition of Transamerica Corporation.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
commented: "We are extremely excited to have entered into this agreement
with Transamerica Leasing, and to have a management team join us with such
a top-notch reputation. The acquisition of Transamerica's intermodal
business, which is highly regarded in both the transportation and financial
services communities, substantially advances Interpool's goal of becoming
one of the country's premier transportation equipment leasing companies.
Through this transaction, we greatly expand our chassis fleet, broaden our
management and customer services teams, and strengthen our financial
resources and technology platform. This should result in significantly
enhancing the services we are able to provide to our customers."
Mr. Tuchman added: "The focus of Transamerica's chassis fleet in the rail
industry perfectly complements our presence in the maritime industry.
Furthermore, it also significantly expands our customer base that can
utilize our proprietary Poolstat software system. The increased utilization
of the Poolstat fleet, combined with its expanded base of equipment, should
benefit our existing Poolstat customers. "
Robert A. Watson, Chairman and Chief Executive Officer of Transamerica
Leasing, Inc., stated: "We are pleased that our North American intermodal
business is joining with Interpool, a company which has a dedication to and
focus on this industry. We are confident that Interpool will build on the
success our people have achieved to date."
Interpool, originally founded in 1968, is one of the world's leading
lessors of cargo containers used in international trade. Interpool leases
its containers and chassis to over 200 customers, including nearly all of
the world's 20 largest international container shipping lines.
###
Note: This press release and other press releases and information can be
viewed at the Company's website at www.interpool.com.
-----------------
{/TEXT}
{/DOCUMENT}
246706
|
TLI
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Transamerica Leasing,
Inc – TRANSAMERICA FINANCE CORP.
PRINCETON, N.J., July 28, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has signed a definitive agreement with Transamerica Leasing,
Inc ., a subsidiary of Transamerica Finance Corporation and AEGON N.V.
(NYSE:AEG), to acquire the North American intermodal division of
Transamerica Leasing.
_____________
Transamerica Leasing,
Inc – be accretive
to earnings.
Transamerica Finance Corporation, a commercial lending and leasing company
that manages $16 billion in assets at year-end 1999. Transamerica Leasing,
Inc ., based in Purchase, New York, is a leading domestic lessor of
intermodal equipment. Transamerica Finance Corporation was acquired by
AEGON in July
_____________
Transamerica
Leasing, Inc – fleet, combined with its expanded base of equipment, should
benefit our existing Poolstat customers. "
Robert A. Watson, Chairman and Chief Executive Officer of Transamerica
Leasing, Inc ., stated: "We are pleased that our North American intermodal
business is joining with Interpool, a company which has a dedication to and
_____________
dt 102872
;
AEGON
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
AEGON – Inc. (NYSE: IPX) announced
today that it has signed a definitive agreement with Transamerica Leasing,
Inc., a subsidiary of Transamerica Finance Corporation and AEGON N.V.
(NYSE:AEG), to acquire the North American intermodal division of
Transamerica Leasing. Under terms of the agreement, Interpool will pay
approximately $
_____________
AEGON – 1999. Transamerica Leasing,
Inc., based in Purchase, New York, is a leading domestic lessor of
intermodal equipment. Transamerica Finance Corporation was acquired by
AEGON in July 1999 as part of its acquisition of Transamerica Corporation.
Martin Tuchman, Chairman and Chief Executive Officer of Interpool,
commented: "We are
_____________
dt 229896
;
Interpool
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
INTERPOOL, – 2
{FILENAME}0002.txt
{DESCRIPTION}EXHIBIT 99.1 - PRESS RELEASE
{TEXT}
EXHIBIT 99.1
FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Raoul J. Witteveen
President, Chief Operating Officer
and Chief
_____________
INTERPOOL, – 3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Heather Fox
(212) 850-5600
INTERPOOL, INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
_____________
Interpool, – ACQUIRE
NORTH AMERICAN INTERMODAL DIVISION OF TRANSAMERICA FINANCE CORP.
PRINCETON, N.J., July 28, 2000 - Interpool, Inc. (NYSE: IPX) announced
today that it has signed a definitive agreement with Transamerica
_____________
Interpool – to acquire the North American intermodal division of
Transamerica Leasing. Under terms of the agreement, Interpool will pay
approximately $675 million in cash. The acquisition is being financed
through a combination
_____________
Interpool' – Smith Barney Inc. and
Citicorp. North America, Inc. Salomon Smith Barney has also served as
Interpool' s advisor in the transaction. The transaction is subject to
receipt of the financing and
_____________
dt 75157
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Salomon
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Salomon Smith Barney – cash. The acquisition is being financed
through a combination of cash and proceeds from a committed secured
financing facility to be arranged by Salomon Smith Barney Inc. and
Citicorp. North America, Inc. Salomon Smith Barney has also served as
Interpool's advisor in the transaction. The transaction is subject
_____________
Salomon Smith Barney – of cash and proceeds from a committed secured
financing facility to be arranged by Salomon Smith Barney Inc. and
Citicorp. North America, Inc. Salomon Smith Barney has also served as
Interpool's advisor in the transaction. The transaction is subject to
receipt of the financing and Hart Scott Rodino
_____________
dt 87939
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Smith Barney
As referenced in this Interpool, Inc. Signs Definitive Agreement to Acquire North American Intermodal Division of Transamerica Finance Corp.:
Smith Barney Inc – The acquisition is being financed
through a combination of cash and proceeds from a committed secured
financing facility to be arranged by Salomon Smith Barney Inc . and
Citicorp. North America, Inc. Salomon Smith Barney has also served as
Interpool's advisor in the transaction. The transaction is subject
_____________
dt 143103
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Full Doc
| 2005 |
Stock Purchase Agreement
Stock Purchase Agreement (199K)
Doc #1508312: Click preview link for longer preview.
STOCK PURCHASE AGREEMENT
by and between
TA LEASING HOLDING CO, INC.,
and
KLESCH & COMPANY LIMITED
Dated July 10, 2004
--------------------------------------------------------------------------------
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is made as of July 10, 2004, by and
between TA LEASING HOLDING CO., INC., a . . .
1508312
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TLI
As referenced in this Stock Purchase Agreement:
Transamerica Leasing Inc – of the
Owned Intellectual Property (other than with respect to Terms 2000 (as defined
below)) or the License Agreements (other than that certain license agreement
between Forte Software Inc. and Transamerica Leasing Inc . (the "Forte License
Agreement")) or (ii) challenging any Person's ownership or use of, or the
validity, enforceability or registerability of, any Intellectual Property. No
Purchased Entity has brought
_____________
Transamerica
Leasing Inc – dilution or any other violation of Terms 2000 or
the Forte License Agreement. As used herein, "Terms 2000" shall refer to the
proprietary equipment tracking and billing system developed for Transamerica
Leasing Inc .
(g) The Purchased Entities have taken reasonable measures to protect
the confidentiality of the trade secrets included in Terms 2000. No trade
secrets included in Terms 2000 have been
_____________
Transamerica Leasing Inc – a) any breach of any representation or warranty of Seller contained in
this Agreement;
(b) any breach of any covenant of Seller contained in this Agreement;
(c) the sale by Transamerica Leasing Inc . of its minority interest in
Indian Container Leasing Co. Ltd.;
(d) the Restructuring or any Reorganized Subsidiary;
(e) litigation or claims relating to any business of the Seller or
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dt 1678757
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AEGON
As referenced in this Stock Purchase Agreement:
AEGON N.V. – Purchaser shall have executed and delivered to Seller, the
Ancillary Agreements, each dated as of the Closing Date.
-43-
(d) Aegon Approval. Seller shall have received the approval of the
AEGON N.V. supervisory board (the "Aegon Approval") for the consummation of the
transactions contemplated by this Agreement.
Section 7.02 Conditions to Obligations of Purchaser. The obligations of
Purchaser to consummate the
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dt 1691339
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Forte Software
As referenced in this Stock Purchase Agreement:
Forte Software Inc. – or any other violation of the
Owned Intellectual Property (other than with respect to Terms 2000 (as defined
below)) or the License Agreements (other than that certain license agreement
between Forte Software Inc. and Transamerica Leasing Inc. (the "Forte License
Agreement")) or (ii) challenging any Person's ownership or use of, or the
validity, enforceability or registerability of, any Intellectual Property. No
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dt 1684517
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Cadwalader
As referenced in this Stock Purchase Agreement:
Cadwalader, – b) if to the Purchaser, to:
Klesch & Company Limited
105 Wigmore Street
London W1U 1QY
Attention: David Green
Fax Number: 011 44 (0)20 7493 2525
(with copies to:)
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, NY 10038
Attention: Louis J. Bevilacqua, Esq.
Fax Number: (212) 504-6666
or to such other person or address as
_____________
dt 1664325
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Gibson Dunn
As referenced in this Stock Purchase Agreement:
Gibson, Dunn – collectively referred to in this Agreement as the "Acquisition".
Section 2.02 Closing; Effective Time. (a) The closing of the
Acquisition (the "Closing") shall take place at the offices of Gibson, Dunn &
Crutcher LLP, 200 Park Avenue, New York, New York, at 10:00 a.m. on the third
Business Day after the conditions set forth in Section 7.01
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Gibson, Dunn – Perrelli
Fax Number: (847) 685-1146
Transamerica Finance Corporation
9399 West Higgins Road, Suite 600
Rosemont, IL 60018
Attention: Vincent Hillery, Esq.
Fax Number: (847) 685-1143
(with copies to:)
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036
Attention: Stephanie Tsacoumis, Esq.
Fax Number: (202) 530-9613
or to such other person or address as
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dt 1676249
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