Railtex Inc – ‘8-K’ for 10/14/99

On:  Tuesday, 10/19/99   ·   For:  10/14/99   ·   Accession #:  899140-99-530   ·   File #:  0-22552

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     13K 
 2: EX-2.1      Agreement and Plan of Merger                          59    338K 
 3: EX-99.1     Press Release                                          2     13K 

8-K   —   Current Report on Form 8-K
Document Table of Contents

8-K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 14, 1999              
                                    ----------------

 RAILTEX, INC.
 -------------
(Exact name of registrant as specified in its charter)

      Texas                        34-022552                74-1948121
      -----                        ---------                ----------
(State or other jurisdiction        (Commission File           (IRS Employer    
     of incorporation)                   Number)             Identification No.)

4040 Broadway, Suite 200, San Antonio, TX                                  78209
-----------------------------------------                                  -----
(Address of principal executive offices)                                Zip Code

Registrant's telephone number, including area code: (210) 841-7600              

N/A 
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)

8-K
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Item 5. Other Events                                                            
------------                                                    

(a)  On October 14, 1999, RailTex, Inc., a Texas corporation (the "Company")    
    entered into an Agreement and Plan of Merger (the "Merger Agreement") with
RailAmerica, Inc., a Delaware corporation ("RailAmerica") and Cotton  
 Acquisition Corp., a Texas corporation and a wholly owned subsidiary of
RailAmerica ("Merger Sub"). Pursuant to the terms and subject to the  
     satisfaction of the conditions contained in the Merger Agreement (including
   the approval and adoption of the Merger Agreement and the approval of the
  Merger (as defined below) by the Company's shareholders, the approval of
the issuance of RailAmerica Common Stock (as defined below) by        
RailAmerica's shareholders and the receipt of any necessary regulatory
    approval), Merger Sub will merge with and into the Company (the "Merger"),
   with the Company as the surviving corporation. As a result of the Merger,
   each outstanding share of common stock, par value $0.10 per share, of the
  Company (other than shares owned by the Company or RailAmerica or shares
     with respect to which the holders have demanded and not lost their right to
     dissent pursuant to the Merger Agreement and the Texas Business Corporation
  Act) will be converted into the right to receive (i) $13.50 in cash, and
(ii) 0.66666667 shares of common stock, par value $0.001 per share, of
    RailAmerica ("RailAmerica Common Stock"). The foregoing description of the
   Merger and the Merger Agreement is qualified in its entirety by reference
    to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1
and incorporated herein by reference.                                 

(b)  A copy of the press release issued by the Company and RailAmerica on       
 October 14, 1999 in respect of the Merger is attached hereto as Exhibit
99.1 and incorporated herein by reference.                            

Item 7. Financial Statements and Exhibits                                       
---------------------------------                               

(a)  Financial Statements of business acquired: None                            

(b)  Pro Forma Financial Information:           None                            

(c)  Exhibits:                                                                  

 2.1  Agreement and Plan of Merger, dated as of October 14, 1999, by and
       among RailAmerica, Inc., Cotton Acquisition Corp. and RailTex, Inc.

 99.1 Press Release issued by the Company and RailAmerica on October 14,
1999                                                        

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SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

             RAILTEX, INC.

Dated: October 19, 1999                 By: /s/ Joseph P. Jahnke                
                                      ------------------------------
                       Name:  Joseph P. Jahnke
                                      Title: Senior Vice President - Finance
                                         and Chief Financial Officer

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 EXHIBIT INDEX

Exhibit No.         Description                                                 
-----------         -----------                                                 

2.1                 Agreement and Plan of Merger, dated as of October 14, 1999, 
                    by and among RailAmerica, Inc., Cotton Acquisition Corp. and
RailTex, Inc.                           

99.1                Press Release issued by the Company and RailAmerica on      
October 14, 1999                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/19/99		3					None on these Dates
For Period End:		10/14/99		1		4
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