Railamerica Inc/DE – ‘10-K/A’ for 12/31/99

On:  Friday, 4/28/00, at 3:50pm ET   ·   For:  12/31/99   ·   Accession #:  950144-0-5621   ·   File #:  0-20618

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Railamerica, Inc.                                     28±   142K 

Document Table of Contents

10-K/A
1st “Page” of 18
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 FORM 10-K/A
 AMENDMENT NO. 1

(Mark One)                                                                      

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934                                          

for the Fiscal Year Ended December 31, 1999                   

OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
EXCHANGE ACT OF 1934                                          

For the Transition Period From ____________ to ____________   

Commission file number 0-20618

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

  Delaware                                        65-0328006
---------------------------------                       -------------------     
(State or other jurisdiction                           (I.R.S. Employer     
of incorporation or organization)                       Identification No.)     

 5300 Broken Sound Boulevard, N.W.
 Boca Raton, Florida 33487
--------------------------------------------------------------------------------
(Address of principal executive offices)

 Registrant's telephone number: (561) 994-6015

----------

                                             Name of each exchange
Title of Each Class                           on which registered 
-------------------                           ------------------- 

 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

None

 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

 Common Stock, $.001 par value
Common Stock Purchase Rights

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days. Yes [X] No [ ]                        

       Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,  
to the best of registrant's knowledge, in definitive proxy or information       
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K. [ ]                                                

         As of April 27, 2000, the aggregate market value of the voting stock of
the registrant held by non-affiliates of the Registrant was $88,246,223.25,     
based on a closing price of $5.375 for the Common Stock, par value $.001 per    
share (the "Common Stock"), as reported on NASDAQ on such date.                 

        As of April 27, 2000, the number of outstanding shares of Common Stock
of the registrant was 18,502,605.                                               

 DOCUMENTS INCORPORATED BY REFERENCE

NONE

================================================================================

10-K/A
2nd “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 2nd

EXPLANATORY NOTE

 This Amendment No. 1 to the Form 10-K for the fiscal year ended
December 31, 1999 of RailAmerica, Inc. (the "Company") is being filed to add    
Part III of the Form 10-K, which was omitted in reliance on General Instruction 
G(3) thereto.                                                                   

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                     

     The directors and executive officers of the Company are as follows:

                                                        [Enlarge/Download Table]

               Name                Age                       Position                         
               ----                ---                       --------                         
                                                                                              
Gary O. Marino.................... 55   Chairman of the Board, Chief Executive Officer and    
                                           President                                          
Donald D. Redfearn................ 47   Chief Administrative Officer, Executive Vice          
                                           President, Secretary and Director                  
W. Graham Claytor, III............ 49   Senior Vice President-International Rail Group        
Robert B. Coward.................. 56   Senior Vice President-Manufacturing Group             
John M. Hovis..................... 47   Senior Vice President, Chief Operating Officer--North 
                                           American Rail Group                                
Marinus van Onselen............... 51   Chief Executive Officer, Freight Victoria             
Jack Conser....................... 56   Senior Vice President--North Corridor North American  
                                           Rail Group                                         
John H. Marino.................... 60   Chairman Emeritus of the Board and Assistant Secretary
Ferd. C. Meyer.................... 60   Director                                              
Douglas R. Nichols................ 47   Director                                              
William G. Pagonis................ 59   Director                                              
Richard Rampell................... 47   Director                                              
John M. Sullivan.................. 75   Director                                              
Charles Swinburn.................. 58   Director                                              


     GARY O. MARINO - Mr. Marino has served as Chairman of the Company's
Board of Directors and Treasurer since the Company's formation in April 1992, as
Chief Executive Officer of the Company since March 1, 1994 and as President     
since July 1996. Mr. Marino has also served as the Chairman of the Board and    
Treasurer of Huron & Eastern Railway Company, Inc. ("HESR"), a subsidiary of the
Company, since 1986 and as Chairman of the Board, President and Chief Executive 
Officer of Kalyn/Siebert I, Inc., a wholly owned subsidiary of the Company      
("Kalyn/Siebert"), since its acquisition in 1994. Mr. Marino joined the Company 
on a full-time basis in March 1994. Mr. Marino also served as Chairman of Huron 
Transportation Group, Inc. ("HTG"), from its formation in 1987 until HTG merged 
with RailAmerica Services Corporation in December 1993 (the "HTG Merger"). From 
1984 until October 1993, Mr. Marino served as Chairman, President and Chief     
Executive Officer of Boca Raton Capital Corporation ("BRCC"), a publicly-traded 
venture capital firm. Mr. Marino received his B.A.                              

2 

10-K/A
3rd “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 3rd

degree from Colgate University in 1966 and an M.B.A. from Fordham University in 
1973. From 1966 to 1969, Mr. Marino served as an officer of the United States   
Army Ordnance Corps. Gary O. Marino is the brother of John H. Marino.           

     DONALD D. REDFEARN - Mr. Redfearn has served as the Company's Chief
Administrative Officer since January 2000, has served as the Company's Executive
Vice President and Secretary since December 1994 and has served as an officer   
and director of the Company since its formation in April 1992, and of HESR since
1986. Mr. Redfearn joined the Company on a full-time basis in January 1996. From
September 1993 until September 1995, Mr. Redfearn served as President of Jenex  
Financial Services, Inc., a financial consulting firm. From 1984 until September
1993, Mr. Redfearn served in various capacities at BRCC, a former stockholder of
the Company, including Senior Vice President, Assistant Secretary and Treasurer.
Mr. Redfearn also served as a Vice President of HTG until the HTG Merger. Mr.   
Redfearn received his B.A. degree in Business Administration from the University
of Miami and graduated from the School of Banking of the South at Louisiana     
State University.                                                               

  W. GRAHAM CLAYTOR, III - Mr. Claytor has served as a Senior Vice
President of the Company since joining the Company in March 1996. Prior to      
joining the Company, Mr. Claytor served as Managing Director of Southern        
Pacific's Plant Rationalization function, charged with selling, leasing and     
abandoning surplus branch and mainline trackage. Prior to joining Southern      
Pacific, Mr. Claytor served as Superintendent of the Buffalo & Pittsburgh       
Railroad and as Trainmaster for Norfolk Southern Corporation, and supervised    
marine terminal operations of the Virginia Maryland Railroad. Mr. Claytor       
received his B.S. degree from Boston University.                                

       ROBERT B. COWARD - Mr. Coward has served as the Company's Senior Vice
President-Manufacturing Group since the Company's acquisition of Kalyn/Siebert  
in 1994. Mr. Coward is responsible for performing all functions related to      
Kalyn/Siebert's government contracting business. From 1981 until 1994, Mr.      
Coward served as the President and Chief Executive Officer of Kalyn/Siebert and 
as General Manager from 1969 until 1981. Mr. Coward received his B.S. in        
Industrial Arts from North Texas University.                                    

     JOHN M. HOVIS - Mr. Hovis has served as a Senior Vice President and
Chief Operating Officer-North American Rail Group since February 2000. Prior to 
joining the Company, Mr. Hovis served as Chief Operating Officer of RailTex,    
Inc. ("RailTex") from November 1998 until the Company's acquisition of RailTex  
in February 2000. Prior to joining RailTex in 1998, Mr. Hovis was employed by   
Burlington Northern Sante Fe Railway and its predecessor railroads for 28 years.

     MARINUS VAN ONSELEN - Mr. Van Onselen has served as Chief Executive
Officer and a director of Freight Victoria Limited, a subsidiary of the Company,
since May 1999. Prior to joining Freight Victoria, Mr. van Onselen was the      
General Manager of the private rail freight forwarding company Boxcar. Mr. van  
Onselen also spent eleven years with V/Line Freight Corporation, the last four  
and a half of which as its Managing Director. Freight Victoria acquired the     
business of V/Line Freight in April 1999. He has also been a past member of the 
boards of Tradegate Australia, the Victorian Grain Elevators Board, the FTC's   
Workshop Board, the FTC's Corporate Management Group and he has served on the   
Victorian Road Freight Advisory Council, as well as a number of other transport 
related committees and groups.                                                  

   JACK F. CONSER - Mr. Conser joined the Company in 1992 as General
Manager of HESR. Mr. Conser served as a Vice President of the Company from 1994 
to 1997 and has served as a Senior Vice President of the Company since July     
1997. From 1985 to 1992, Mr. Conser was General Manager of the Genesee & Wyoming
Railroad, the Rochester & Southern Railroad, the Buffalo & Pittsburgh Railroad  
and the Dansville & MT. Morris Railroad, affiliates of Genesee Wyoming          
Industries. From 1973 to 1985, Mr. Conser was superintendent of traffic for the 
Providence & Worcester Railroad.                                                

       JOHN H. MARINO - Mr. Marino currently serves as the Chairman Emeritus
of the Board of Directors. Mr. Marino has served as Vice Chairman of the        
Company's Board of Directors since July 1996 and has been a director of the     
Company since its formation in April 1992. From April 1992 until July 1996, Mr. 
Marino served as the Company's President and Chief Operating Officer. Mr. Marino
founded, and from 1986 until April 1996, served as the President and a director 
of HESR. Mr. Marino also served as the President of Huron Transportation Group, 
Inc.                                                                            

3 

10-K/A
4th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 4th

("HTG") from its formation in January 1987 until it merged with RailAmerica     
Services Corporation in December 1993 (the "HTG Merger"). Prior to founding HESR
in 1985, Mr. Marino served as President and Chief Executive Officer of several  
shortline railroads, as an officer of the Reading Railroad and with the United  
States Railway Association, Washington, D.C. Mr. Marino received his B.S. degree
in civil engineering from Princeton University in 1961 and his M.S. degree in   
transportation engineering from Purdue University in 1963. From 1963 to 1965,   
Mr. Marino served as an officer of the United States Army Corps of Engineers.   
John H. Marino is the brother of Gary O. Marino.                                

       FERD. C. MEYER, JR. - Mr. Meyer became one of the Company's directors
in February 2000 in connection with the Company's acquisition of RailTex. Mr.   
Meyer served as a director of RailTex from 1977 until the Company's acquisition 
of RailTex. Mr. Meyer is Executive Vice President and General Counsel of Central
and South West Corporation, a public holding company for five electric utility  
companies operating in Texas, Oklahoma, Arkansas, Louisiana, and the United     
Kingdom. From 1988 to January 1998, Mr. Meyer was Vice President and Assistant  
General Counsel of Central and South West Services, Inc., a subsidiary of       
Central and South West Corporation.                                             

  DOUGLAS R. NICHOLS - Mr. Nichols has served as a director of the
Company since July 1996. Mr. Nichols is a certified public accountant and the   
founder, President and principal stockholder of First London Securities         
Corporation, a securities broker-dealer specializing in equity trading and      
investment banking. From 1989 to 1991, Mr. Nichols was a Vice President with the
Dallas, Texas office of Smith Barney and from 1986 to 1989 was a broker with the
Dallas branch of Shearson Lehman Brothers. Mr. Nichols is currently a member of 
the National Railway Historical Society. Mr. Nichols received a B.A. degree from
Allegheny College in 1974.                                                      

        WILLIAM G. PAGONIS - Mr. Pagonis became one of the Company's directors
in February 2000 in connection with the Company's acquisition of RailTex. Mr.   
Pagonis served as a director of RailTex from February 1999 until the Company's  
acquisition of RailTex. Mr. Pagonis is Executive Vice President of Logistics for
Sears, Roebuck and Company, where he is responsible for all of Sears' logistics 
functions, including vendor relations, transportation, distribution,            
international logistics, outlet stores, home delivery services and the          
integration of logistics information services. Prior to joining Sears in        
November 1993, Mr. Pagonis served in the U.S. Army for 29 years, retiring with  
the three-star rank of Lieutenant General.                                      

       RICHARD RAMPELL - Mr. Rampell has served as a director of the Company
since July 1995. Mr. Rampell, a certified public accountant, is currently the   
Chief Executive of Rampell & Rampell, P.A., Certified Public Accountants, of    
Palm Beach, Florida. Mr. Rampell is a past President of the Palm Beach Tax      
Institute and a past President of the Florida Institute of CPA's, East Coast    
Chapter. Mr. Rampell graduated with honors from Princeton University with an    
A.B. degree and received an M.B.A. from the Wharton School at the University of 
Pennsylvania.                                                                   

         JOHN M. SULLIVAN - Mr. Sullivan has served as a director of the Company
since January 1993. From 1977 until 1981, Mr. Sullivan served, upon appointment 
by President Carter, as head of the United States Federal Railroad              
Administration. From 1982 until 1990, Mr. Sullivan was President and Chief      
Executive Officer of Haug Die Casting, Inc. Mr. Sullivan is currently the Vice  
President - Sales of Sullivan Die Casting, Inc., a manufacturer of zinc die     
casting, in which Mr. Sullivan owns a 19% ownership interest. Mr. Sullivan      
received his B.S. degree in engineering from the United States Naval Academy and
served with the United States Navy as an officer, and ultimately as a carrier   
aviator from 1946 to 1954.                                                      

         CHARLES SWINBURN - Mr. Swinburn has served as a director of the Company
since February 1995. Mr. Swinburn is currently a practicing attorney in the     
Washington, D.C. office of Morgan, Lewis & Bockius, where he specializes in     
environmental law. From April 1990 through August 1993, Mr. Swinburn served as a
consultant to private industry and the government. Prior to that time, Mr.      
Swinburn served as Vice President of Rollins Environmental Services, Inc. Mr.   
Swinburn has served in various capacities at the U.S. Department of             
Transportation, most recently as Deputy Assistant Secretary for Policy and      
International Affairs. Mr. Swinburn received his B.A. degree from Princeton     
University in 1969, his M.B.A. from Harvard Business School in 1971 and his J.D.
from the University of Pennsylvania in 1993.                                    

4 

10-K/A
5th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 5th

ELECTION OF EXECUTIVE OFFICERS                                                  

       The Company's officers are elected annually by the Board of Directors
and serve at the discretion of the Board of Directors.                          

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934               

   Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten   
percent (10%) of the Company's outstanding Common Stock, to file with the       
Securities and Exchange Commission (the "SEC"), initial reports of ownership and
reports of changes in ownership of Common Stock. Such persons are required by   
SEC regulation to furnish the Company with copies of all such reports.          

       To the Company's knowledge, based solely on a review of the copies of
filings furnished to the Company and written or oral representations that no    
other reports were required, the Company believes that all of its directors and 
executive officers complied during 1999 with the reporting requirements of      
Section 16(a) of the Securities Exchange Act of 1934, with the exception of (i) 
the failure by W. Graham Claytor, III, the Company's Senior Vice                
President-International Rail Group, to timely file a Form 5 reporting the grant 
to him of options to purchase 11,500 shares of Common Stock on June 30, 1998 and
(ii) the failure by Richard Rampell, a Director of the Company, to timely file a
Form 5 reporting the grant to him of options to purchase 50,000 shares of Common
Stock on June 30, 1995 and the grant to him of options to purchase 5,000 shares 
of Common Stock on June 30, 1998, all of which transactions were reported in    
February 2000.                                                                  

INFORMATION REGARDING THE BOARD OF DIRECTORS AND
COMMITTEES OF THE BOARD OF DIRECTORS

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS                               

        During the year ended December 31, 1999, the Board of Directors of the
Company held a total of five meetings and took a number of actions by unanimous 
written consent. During 1999, no director attended fewer than 75% of the        
aggregate of (i) the number of meetings of the Board of Directors held during   
the period he served on the Board, and (ii) the number of meetings of committees
of the Board of Directors held during the period he served on such committees.  

       Messrs. Swinburn, Sullivan and Rampell are the current members of the
Company's Audit Committee, which committee held two meetings during the year    
ended December 31, 1999. The duties and responsibilities of the Audit Committee 
include (i) recommending to the Board of Directors the appointment of the       
Company's auditors and any termination of engagement, (ii) reviewing the plan   
and scope of audits, (iii) reviewing the Company's significant accounting       
policies and internal controls and (iv) having general responsibility for all   
audit related matters.                                                          

      Messrs. Swinburn, Nichols and Rampell are the current members of the
Company's Compensation Committee, which committee held three meetings during the
year ended December 31, 1999. The Compensation Committee reviews and approves   
the compensation of the Company's executive officers and administers each of the
Company's compensation and benefit plans.                                       

       In addition to the foregoing committees, the Board has established an
Executive Committee consisting of Messrs. Gary O. Marino, Donald D. Redfearn and
Richard Rampell which held three meetings during the year ended December 31,    
1999, and a Government Affairs Committee consisting of Messrs. John H. Marino,  
John Sullivan and Charles Swinburn. The Executive Committee may exercise all the
authority of the full board and take any action that could be taken by the board
except the duties that may not be delegated. The Government Affairs Committee   
recommends corporate policy and position on Federal and State legislative       
initiatives affecting the                                                       

5 

10-K/A
6th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 6th

freight transportation industry, coordinates lobbying efforts with various      
regional and national industry and trade associations and agencies and          
establishes guidelines for use of government affairs outside consultants.       

The Board does not have a standing nominating committee.      

ADDITIONAL INFORMATION CONCERNING DIRECTORS                                     

       Each non-employee director of the Company receives a directors fee of
$2,000 per month, as well as $500 per Board meeting and $400 for each additional
day spent on Company business. All directors are reimbursed for reasonable      
out-of-pocket expenses associated with travel to meetings of the Company's Board
of Directors or committees thereof. Directors who are also employees of the     
Company do not receive additional compensation for their services as directors. 

      As more fully described in Item 11 below, non-employee directors are
eligible to receive options under the Company's 1995 Non-Employee Director Stock
Option Plan (the "Directors Plan"). The Directors Plan provides for an automatic
grant of an option to purchase 50,000 shares of Common Stock upon a person's    
election as a non-employee director of the Company.                             

ITEM 11. EXECUTIVE COMPENSATION                                                 

        The following table sets forth, for the years ended December 31, 1999,
1998 and 1997, the aggregate compensation awarded to, earned by or paid to (i)  
Gary O. Marino, the Company's Chairman of the Board, Chief Executive Officer and
President, (ii) Donald D. Redfearn, the Company's Chief Administrative Officer, 
Executive Vice President-Administration and Secretary, (iii) W. Graham Claytor  
III, the Company's Senior Vice President-International Rail Group and (iv)      
Robert B. Coward, the Company's Senior Vice President- Manufacturing Group (v)  
Jack F. Conser, the Company's Senior Vice President-North Corridor North        
American Rail Group and (vi) Marinus van Onselen, the Chief Executive Officer of
Freight Victoria (collectively, the "Named Executive Officers") during each of  
such years. No other executive officer of the Company received compensation in  
excess of $100,000 in 1999, 1998 or 1997. The Company did not grant any         
restricted stock awards or stock appreciation rights or make any long term      
incentive plan payouts during such years.                                       

6 

10-K/A
7th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 7th

SUMMARY COMPENSATION TABLE                                                      

                                                        [Enlarge/Download Table]

                                                    Annual Compensation                     Compensation Awards     
                                      ---------------------------------------------  -------------------------------
                                                                                     Securities                     
                                                                      Other Annual   Underlying        All Other    
   Name and Principal Position  Year  Salary($)        Bonus($)     Compensation(1)  Options(#)      Compensation($)
   ---------------------------  ----  ---------        --------     ---------------  ----------      ---------------
                                                                                                                    
Gary O. Marino...............   1999  $486,583(2)      $417,500(3)     $129,743(4)    550,000(5)          --        
   Chairman of the Board,       1998   301,000          230,617(8)      301,875(6)    350,000(7)          --        
   Chief Executive Officer,     1997   275,000(17)       93,736(10)(9)  115,235(6)     20,000(12)         --        
   President and Chief                                                                                              
   Financial Officer                                                                                                

Donald D. Redfearn ..........   1999   181,000          142,500          34,490(4)    130,000(13)         --        
   Chief Administrative         1998   151,000           52,031              --        20,000(14)         --        
   Officer, Executive Vice      1997   125,000           20,275          93,556(6)     25,000(12)         --        
   President and Secretary                                                                                          

W. Graham Claytor............   1999   137,500           72,500          28,918(4)     31,500(15)         --        
   Senior Vice President        1998   115,000           45,000              --        11,500(14)         --        
                                1997    93,333           83,000              --        15,000(12)         --        

Robert Coward................   1999   153,297           30,469          58,419(4)     31,500(15)         --        
   Senior Vice President        1998   115,000           57,000              --        11,500(14)         --        
                                1997    96,977           47,500              --        25,000(12)         --        

Jack F. Conser...............   1999   103,500           27,563          31,775        23,000(16)         --        
   Senior Vice                  1998    96,000            9,797          11,200(6)      8,000(14)         --        
   President--North Corridor    1997    81,250            9,110           7,500        10,000(11)         --        
   North American Rail Group                                                                                        

Marinus van Onselen..........   1999   164,640(19)           --              --        25,000(18)                   
   Chief Executive Officer,     1998        --               --              --            --                       
   Freight Victoria             1997        --               --              --            --                       


----------                                                                      

(1)     The aggregate amount of perquisites and other personal benefits       
        provided to each named executive officer is less than 10% of the total
amount of salary and bonus of the officer.                    
(2)     Includes $100,583 which related to a deferred compensation plan that  
was paid directly to the executive officer.                   
(3)     Includes forgiveness of $32,500 under a promissory note owed to the   
Company.                                                      
(4)     Consists of amounts paid under a Supplemental Executive Retirement    
Plan.                                                         
(5)     Represents options for the purchase of 50,000 shares of the Company's 
         Common Stock at an exercise price of $8.75 and options for the purchase
         of 500,000 shares of the Company's Common Stock at an exercise price of
         $9.00 granted under the Company's 1998 Executive Incentive Compensation
        Plan. 500,000 of such options are subject to approval by the Company's
    stockholders of an amendment to such Plan increasing the number of
shares of Common Stock available for issuance under such Plan.
(6)     Represents gains on exercise of stock options and subsequent sales of 
the Common Stock.                                             
(7)     Granted pursuant to the terms of Mr. Gary Marino's employment         
    agreement. Such options have exercise prices ranging from $7.25 to
$9.50 per share.                                              
(8)     Includes forgiveness of promissory notes to the Company in the amount 
of $80,617.                                                   
(9)     Includes forgiveness of a promissory note to the Company in the amount
of $47,500.                                                   
(10)     Represents a bonus which was paid to Mr. Gary Marino in 1997 based upon
      the performance of the Company for the year ended December 31, 1996.
(11)     Represents options granted under the Company's 1995 Stock Incentive    
Plan which have an exercise price of $3.625 per share.        
(12)     Represents options granted under the Company's 1995 Stock Incentive    
Plan which have an exercise price of $5.00 per share.         
(13)     Represents options for the purchase of 20,000 shares of the Company's  
    Common Stock at an exercise price of $8.75 and for the purchase of
      110,000 shares of the Company's Common Stock at an exercise price of
$9.00 granted under the Company's 1998 Executive              

7 

10-K/A
8th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 8th
     Incentive Compensation plan. 110,000 of such options are subject to
     approval by the Company's stockholders of an amendment to such Plan
        increasing the number of shares of Common Stock available for issuance
under such Plan.                                              
(14)     Represents options granted under the Company's 1998 Omnibus Executive  
     Compensation Plan which have an exercise price of $6.125 per share.
(15)     Represents options for the purchase of 11,500 shares of the Company's  
    Common Stock at an exercise price of $8.75 and for the purchase of
     20,000 shares of the Company's Common Stock at an exercise price of
         $9.00 granted under the Company's 1998 Executive Incentive Compensation
       Plan. 20,000 of such options are subject to approval by the Company's
    stockholders of an amendment to such Plan increasing the number of
shares of Common Stock available for issuance under such Plan.
(16)     Represents options for the purchase of 8,000 shares of the Company's   
    Common Stock at an exercise price of $8.75 and for the purchase of
     15,000 shares of the Company's Common Stock at an exercise price of
         $9.00 granted under the Company's 1998 Executive Incentive Compensation
       Plan. 15,000 of such options are subject to approval by the Company's
    stockholders of an amendment to such Plan increasing the number of
shares of Common Stock available for issuance under such Plan.
(17)     Includes deferred compensation of $25,000 which was contributed to a   
nonqualified deferred compensation plan in January 1997.      
(18)     Granted pursuant to the Company's 1998 Executive Incentive Compensation
Plan. Such options have an exercise price of $9.750.          
(19)     Based upon accrued salary expense incurred by the Company for Mr. van  
    Onselen's 1999 services which has not yet paid to Mr. van Onselen.
         Computed by applying an exchange rate of $.58AUS/$1.00 U.S. to $280,000
AUS.                                                          

EMPLOYMENT AGREEMENTS                                                           

         As of January 1, 1998, Mr. Gary O. Marino entered into a new employment
agreement (the "Agreement") with the Company which provides that he serve as    
Chief Executive Officer of the Company. Under the Agreement, Mr. Marino is to   
receive a base salary of $300,000 per year. Mr. Marino's base salary is subject 
to increase in accordance with the Consumer Price Index, as well as additional  
increases in the discretion of the Board of Directors. On January 1, 1999, the  
Board of Directors increased Mr. Marino's base salary to $385,000 per year. Mr. 
Marino is also entitled to a $1,000 monthly car allowance. Under the Agreement, 
Mr. Marino is entitled to such benefits (including medical, dental, disability  
and life insurance) as the Company and its subsidiaries typically provide to    
their employees generally. The Agreement also provides that the Company make    
annual cash payments for retirement benefits to a trust for the benefit of Mr.  
Marino.                                                                         

       In addition, pursuant to the Agreement, Mr. Marino was issued options
to purchase an aggregate of 300,000 shares of Common Stock at exercise prices   
ranging from $7.25 to $9.50 per share. All of such options are currently        
exercisable and have a term of ten (10) years from the date they became         
exercisable. The Agreement has an initial term expiring on December 31, 2000,   
and is subject to automatic one year renewal terms, unless either party notifies
the other of non-renewal 180 days prior to the expiration of the then current   
term. In the event Mr. Marino's employment is terminated without cause pursuant 
to a change in control of the Company, Mr. Marino is entitled to receive as of  
the date of termination a lump sum equal to 150% of his total compensation for  
the 12 month period prior to the date of termination. The Agreement also        
contains certain non-competition provisions applicable to Mr. Marino should he  
resign from the Company or be terminated with cause.                            

STOCK OPTION AND BONUS PLANS                                                    

       1992 STOCK OPTION PLAN. The Company's 1992 Stock Option Plan provides
officers, employees and consultants of the Company and its subsidiaries who are 
not directors of the Company or 5% stockholders (directly or indirectly) the    
ability to receive grants of options to purchase shares of Common Stock. The    
1992 Stock Option Plan was approved by the Company's stockholders as of July 1, 
1992, and became effective as of such date. The Company has reserved 250,000    
shares of Common Stock for the grant of options under the 1992 Stock Option     
Plan, all of which have been granted and 36,800 of which are currently          
outstanding at an exercise price of $3.50 per share.                            

  CORPORATE SENIOR EXECUTIVE BONUS PLAN. In May 1995, the Board of
Directors adopted its Corporate Senior Executive Bonus Plan (the "Bonus Plan")  
pursuant to which participants receive cash bonuses based upon the annual       
performance of the Company and its subsidiaries, commencing with the 1995 fiscal
year.                                                                           

      The Company's 1992 Stock Option Plan and Bonus Plan were replaced by
the 1998 Executive Incentive Compensation Plan (see below) as of April 1998.    

8 

10-K/A
9th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 9th
      QUALIFIED DEFERRED COMPENSATION PLAN. Effective January 3, 1997, the
Company adopted certain nonqualified deferred compensation plans and established
a trust to which the Company made contributions under the Plans (the "Trust").  
In connection with the foregoing, the Company executed Nonqualified Deferred    
Compensation Agreements (each, a "Deferred Compensation Agreement") with Gary O.
Marino, the Company's Chairman of the Board, President and Chief Executive      
Officer, and John Marino, the Company's Vice Chairman of the Board, pursuant to 
which such individuals may defer a percentage of their respective compensation  
and contribute such amount to their retirement pay. Any amount of compensation  
or bonus deferred by the executive shall be transferred to the Trust and        
thereafter be invested and reinvested by the trustee and paid to the executive  
in accordance with the Trust and the Deferred Compensation Agreement. In        
addition to each executive's requested deferral, the Company shall transfer to  
the Trust for the executive's benefit each calendar year at least $20,000, which
amounts shall be invested and reinvested by the trustee in accordance with the  
Trust and the Deferred Compensation Agreements. The Qualified Deferred          
Compensation Plan was replaced by the Company's Supplemental Executive          
Retirement Plan (defined hereunder).                                            

   1995 STOCK INCENTIVE PLAN. Effective January 1, 1995, the Company
adopted the 1995 Stock Incentive Plan pursuant to which key personnel of the    
Company selected as participants are eligible to receive awards of various forms
of equity-based incentive compensation, including stock options, stock          
appreciation rights, stock bonuses, restricted stock awards, performance units  
and phantom stock units, and awards consisting of combinations of such          
incentives. The Company has reserved 1,000,000 shares of Common Stock for the   
grant of options under the 1995 Stock Incentive Plan, 609,500 of which have been
granted and 312,450 of which are currently outstanding at exercise prices       
ranging from $3.50 to $5.00.                                                    

    1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN. Effective January 1,
1995, the Board of Directors adopted the Directors Plan, under which, as amended
and restated effective April 8, 1999, 500,000 shares of Common Stock have been  
reserved for issuance. Pursuant to the Directors Plan, directors of the Company 
who are not also employees of the Company ("Non-Employee Directors") are granted
options to purchase Common Stock upon election to the Company's Board of        
Directors. The Directors Plan is administered by the Compensation Committee, the
members of which are also participants therein. Subject to the provisions of the
Directors Plan, the Compensation Committee has sole discretionary authority to  
construe, interpret and apply the terms of the Directors Plan, to determine all 
questions thereunder, and to adopt and amend such rules and regulations for the 
administration thereof as it may deem desirable.                                

         Under the terms of the Directors Plan, each Non-Employee Director shall
be granted an option to purchase 50,000 shares of Common Stock on the date such 
person is first elected to become a director of the Company. The term of the    
Directors Plan is ten years from the effective date, after which no further     
options will be granted thereunder. Options granted under the Directors Plan    
expire ten years from the date of grant. The exercise price per share of each   
option granted under the Directors Plan will be the fair market value of the    
Common Stock on the date prior to the date the option is granted. Options       
granted under the Directors Plan vest over a period of three years at the rate  
of one-third annually on each anniversary date of the date of grant, provided   
the Non-Employee Director to whom the options are granted continues to serve as 
a director on each such vesting date.                                           

       On April 13, 2000, the Board of Directors adopted the First Amendment
to the Amended and Restated 1995 Non-Employee Director Stock Option Plan and    
recommended that it be submitted to the Company's stockholders for their        
approval at the 2000 Annual Meeting of Stockholders (the "Annual Meeting). This 
Plan has been amended to increase the number of shares eligible for grant from  
500,000 to 750,000, to provide for additional annual grants of options to       
purchase shares of Common Stock to directors in addition to the grant of options
made upon appointment as a director and to provide for a vesting schedule       
whereby the options would vest one-third on the date of grant and then one-third
annually on each of the two consecutive anniversaries of the date of grant.     

         As of the date hereof, options under the Directors Plan to purchase (i)
10,000 shares of Common Stock have been granted to Donald D. Redfearn at an     
exercise price of $3.50 per share, (ii) 50,000 shares of Common Stock have been 
granted to Charles Swinburn at an exercise price of $4.19 per share, (iii)      
50,000 shares of Common Stock have been granted to Richard Rampell at an        
exercise price of $4.81 per share, (iv) 50,000 shares of Common Stock have been 
granted to Douglas Nichols at an exercise price of $3.50 per share, (v) 5,000   
shares of Common                                                                

9 

10-K/A
10th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 10th

Stock have been granted at an exercise price of $6.125 per share to each of John
Marino, Douglas Nichols, Richard Rampell, John Sullivan and Charles Swinburn,   
(vi) 5,000 shares of Common Stock have been granted at an exercise price of     
$8.75 per share to each of John Marino, Douglas Nichols, Richard Rampell, John  
Sullivan and Charles Swinburn and (vii) 50,000 shares of Common Stock have been 
granted at an exercise price of $9.00 per share to each of John Marino, Douglas 
Nichols, Richard Rampell, John Sullivan and Charles Swinburn.                   

  1995 EMPLOYEE STOCK PURCHASE PLAN. The Board of Directors of the
Company has adopted, effective January 1, 1995, the 1995 Employee Stock Purchase
Plan (the "Stock Purchase Plan"), under which 250,000 shares of Common Stock are
reserved for issuance. During the first quarter of 1996, the Company implemented
the Stock Purchase Plan. The Stock Purchase Plan, which is designed to qualify  
under Section 423 of the Internal Revenue Code, is designed to encourage stock  
ownership by employees of the Company. Employees of the Company other than      
members of the Board of Directors and owners of 5% or more of the Company's     
Common Stock are eligible to participate in the Stock Purchase Plan, with       
certain exceptions, if they are employed by the Company for at least 20 hours   
per week and more than five months per year. No employee is eligible to         
participate who, after the grant of options under the Stock Purchase Plan, owns 
(including all shares which may be purchased under any outstanding option) 5% or
more of the Company's Common Stock.                                             

     On January 1 of each year (the "Enrollment Date"), the Company will
grant to each participant an option to purchase on December 31 of such year (the
"Exercise Date"), at a price determined in the manner described below (the      
"Purchase Price"), the number of full shares of Common Stock which his or her   
accumulated payroll deductions on the Exercise Date will purchase at the        
Purchase Price. The Purchase Price will be the lesser of (i) a percentage (not  
less than 85%) of the fair market value of the Common Stock on the Enrollment   
Date, or (ii) a percentage (not less than 85%) of the fair market value of the  
Common Stock on the Exercise Date. As soon as practicable after any Exercise    
Date on which a purchase of shares of Common Stock occurs, the Company will     
deliver to each participant a certificate representing the shares purchased upon
exercise of his or her option; however, the Compensation Committee may determine
to hold a participant's certificates until the participant ceases participation 
in the Stock Purchase Plan or requests delivery of the certificates.            

         1998 EXECUTIVE INCENTIVE COMPENSATION PLAN. In April 1998, the Board of
Directors adopted the Company's 1998 Executive Incentive Compensation Plan (the 
"1998 Incentive Plan"), which was approved by the Company's stockholders in June
1998. The terms of the 1998 Incentive Plan provide for grants of stock options, 
stock appreciation rights ("SARs"), restricted stock, deferred stock, other     
stock-related awards and performance or annual incentive awards that may be     
settled in cash, stock or other property (collectively, "Awards"). The 1998     
Incentive Plan supersedes the Company's 1992 and 1995 Stock Option Plans and the
Bonus Plan (collectively, the "Preexisting Plan"). The effective date of the    
1998 Incentive Plan was April 16, 1998 (the "Effective Date"). Awards to        
purchase 851,000 shares of Common Stock were made under the 1998 Incentive Plan 
during 1999.                                                                    

      Although certain types of Awards authorized under the 1998 Incentive
Plan are similar to those under the Preexisting Plan, the Board determined to   
adopt an entirely new plan in order to respond to a number of changes and       
proposed changes relating to Rule 16b-3 under the Exchange Act and regulations  
under Section 162(m) of the Internal Revenue Code of 1986, as amended (the      
"Code"), to broaden the types of performance goals that may be set and the types
of Awards that may be granted by the Committee and otherwise to add flexibility 
to annual incentive awards and other performance-based awards intended to       
qualify for corporate tax deductions under Section 162(m), to increase the      
number of shares of Common Stock that may be subject to Awards, and to otherwise
adopt provisions intended to enable the Committee to better promote the goals of
the Company's compensation policies and programs, as discussed above.           

       SHARES AVAILABLE FOR AWARDS; ANNUAL PER-PERSON LIMITATIONS. Under the
1998 Incentive Plan as currently in effect, the total number of shares of Common
Stock that may be subject to the granting of Awards under the 1998 Incentive    
Plan at any time during the term of the 1998 Incentive Plan shall be equal to   
930,000 shares, plus the number of shares with respect to which Awards          
previously granted under the Preexisting Plan that terminate without being      
exercised, and the number of shares that are surrendered in payment of any      
Awards or any tax withholding requirements. In addition, the 1998 Incentive Plan
currently provides that the maximum number of shares which may be received by   
any one individual during any fiscal year pursuant to Awards thereunder shall   
not                                                                             

10

10-K/A
11th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 11th

exceed 400,000 shares. As discussed below, the Board of Directors has           
approved amendments to the 1998 Incentive Plan increasing the number of shares  
of Common Stock available for the granting of Awards under the 1998 Incentive   
Plan as well as a modification of the annual per-person limitations subject to  
stockholder approval.                                                           

         The 1998 Incentive Plan currently limits the number of shares which may
be issued pursuant to incentive stock options to 930,000 shares.                

        In addition, the 1998 Incentive Plan imposes individual limitations on
the amount of certain Awards in part to comply with Code Section 162(m). Under  
these limitations, during any fiscal year the number of options, SARs,          
restricted shares of Common Stock, deferred shares of Common Stock, shares as a 
bonus or in lieu of other Company obligations, and other stock-based Awards     
granted to any one participant may not exceed 400,000 for each type of such     
Award, subject to adjustment in certain circumstances. The maximum amount that  
may be paid out as an annual incentive Award or other cash Award in any fiscal  
year to any one participant is $1,000,000, and the maximum amount that may be   
earned as a performance Award or other cash Award in respect of a performance   
period by any one participant is $2,000,000.                                    

        The Committee is authorized to adjust the limitations described in the
two preceding paragraphs and is authorized to adjust outstanding Awards         
(including adjustments to exercise prices of options and other affected terms of
Awards) in the event that a dividend or other distribution (whether in cash,    
shares of Common Stock or other property), recapitalization, forward or reverse 
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange or other similar corporate transaction or event affects the      
Common Stock so that an adjustment is appropriate in order to prevent dilution  
or enlargement of the rights of participants. The Committee is also authorized  
to adjust performance conditions and other terms of Awards in response to these 
kinds of events or in response to changes in applicable laws, regulations or    
accounting principles.                                                          

       On April 13, 2000, the Board of Directors adopted the First Amendment
to the 1998 Incentive Plan and recommended that it be submitted to the Company's
stockholders for their approval at the Annual Meeting. The amendments to the    
1998 Incentive Plan provide (a) that the maximum number of shares that may be   
subject Awards under the 1998 Incentive Plan will be equal to the sum of (i) 15%
of the number of shares of Common Stock of the Company that are outstanding as  
of April 15, 2000, plus (ii) 15% of the number of shares of Common Stock of the 
Company issued after April 15, 2000 (including any shares issued as a result of 
conversions of preferred stock and/or debt obligations of the Company into      
shares of Common Stock), plus (iii) the number of shares of Common Stock that   
are surrendered in payment of any awards or any tax withholding with regard     
thereto, minus (iv) the number of shares that then are subject to outstanding   
awards under the Preexisting Plan and (b) the maximum number of shares which may
be received by any one individual during any fiscal year pursuant to Awards     
thereunder may not exceed 900,000 shares.                                       

    ELIGIBILITY. The persons eligible to receive Awards under the 1998
Incentive Plan are the officers, directors, employees and independent           
contractors of the Company and its subsidiaries. No independent contractor will 
be eligible to receive any Awards other than stock options. An employee on leave
of absence may be considered as still in the employ of the Company or a         
subsidiary for purposes of eligibility for participation in the 1998 Incentive  
Plan. As of March 19, 2000 approximately 2,700 persons were eligible to         
participate in the 1998 Incentive Plan.                                         

     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN ("SERP"). Effective November
1999, the Company adopted a Supplemental Executive Retirement Plan (the         
"Retirement Plan"). The Retirement Plan is structured as a split dollar split   
ownership life insurance arrangement in lieu of a standard SERP. Pursuant to the
terms of the Retirement Plan, premium payments are based on an actuarial        
standard such that the accumulated cash value is designed to coordinate with    
Social Security payments and provide integrated benefits equal to fifty percent 
(50%) of the final average compensation when the beneficiary (the "Participant")
attains the age of 65. In addition, the life insurance product is designed to   
recover to the Company the cost of the Retirement Plan plus a six percent (6%)  
opportunity cost at the death of the Participant.                               

11

10-K/A
12th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 12th

OPTION/SAR GRANT TABLE                                                          

       The following table sets forth information concerning grants of stock
options made during the year ended December 31, 1999 to the Named Executive     
Officers. No stock appreciation rights were granted in 1999.                    

                                                        [Enlarge/Download Table]

                     Number of Securities  % of Total Options/SARs                              
                      Underlying Options/  Granted to Employees in   Exercise Price   Expiration
           Name         SARs Granted(#)          Fiscal Year             ($/Sh)          Date   
           ----      ------------------    ------------------------  ---------------  ----------
                                                                                                
Gary O. Marino            500,000(1)                43%                   $9.00        01/01/10 
                           50,000                    4%                   $8.75        4/20/09  

Donald D. Redfearn        110,000(1)                 9%                   $9.00        01/01/10 
                           20,000                    2%                   $8.75        4/20/09  

W. Graham Claytor          20,000(1)                 2%                   $9.00        01/01/10 
                           11,500                    1%                   $8.75        4/20/09  

Robert B. Coward           20,000(1)                 2%                   $9.00        01/01/10 
                            1,500                    1%                   $8.75        4/20/09  

Jack F. Conser             15,000(1)                 2%                   $9.00        01/01/10 
                            8,000                    1%                   $8.75        4/20/09  

Marinus van Onselen        25,000                    2%                   $9.75        10/13/09 


----------                                                                      

(1)    The grant of these options is subject to approval by the Company's       
       stockholders of an amendment to the 1998 Executive Incentive Compensation
Plan increasing the number of shares of Common Stock available for
issuance under such Plan.                                         

AGGREGATED FISCAL YEAR-END OPTION VALUE TABLE                                   

The following table sets forth certain information concerning 
unexercised stock options held by the Named Executive Officers at December 31,  
1999. No stock options were exercised by the Named Executive Officers during the
year ended December 31, 1999. No stock appreciation rights were granted or are  
outstanding.                                                                    

                                                        [Enlarge/Download Table]

                                           Number of Securities Underlying  Value of Unexercised In-The-Money
                                               Unexercised Options At                   Options at           
                                                December 31, 1999(#)             December 31, 1998($)(1)     
                                          -------------------------------   -------------------------------  
                Name                      Exercisable       Unexercisable   Exercisable       Unexercisable  
                ----                      -----------       -------------   -----------       -------------  
                                                                                                             
Gary O. Marino(2)........................     582,500          550,000        1,470,781               --     

Donald D. Redfearn(3)....................      91,667          143,333          334,063           32,499     

W. Graham Claytor(4).....................      28,833           39,167          111,905           18,688     

Robert B. Coward(5)......................      28,833           39,167           98,405           18,688     

Jack F. Conser(6)........................      39,467           28,333          176,551           12,999     

Marinus van Onselen(7)...................       8,333           16,667               --               --     


----------                                                                      

(1)      The closing sale price of the Company's Common Stock on December 31,   
       1999 as reported by Nasdaq was $8.5625 per share. Value is calculated
   by multiplying (a) the difference between $8.5625 and each option
    exercise price by (b) the number of shares of the Company's Common
Stock underlying the option.                                  
(2)      At December 31, 1999, Mr. Marino had been granted the following options
        to purchase the Company's Common Stock, which options were exercisable
     at year end: (1) options to purchase 87,500 shares of the Company's
      Common Stock at an exercise price of $3.40 per share, (2) options to
     purchase 87,500 shares of the Company's Common Stock at an exercise
        price of $3.75 per share, (3) options to purchase 87,500 shares of the
     Company's Common Stock at an exercise price of $4.15 per share, (4)
       options to purchase 20,000 shares of the Company's Common Stock at an
   exercise price of $5.00 per share, (5) options to purchase 75,000
        shares of the Company's Common Stock at an exercise price of $7.25 per
      share, (6) options to purchase 75,000 shares of the Company's Common
Stock at an                                                   

12

10-K/A
13th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 13th

   exercise price of $8.00 per share, (7) options to purchase 75,000
        shares of the Company's Common Stock at an exercise price of $8.75 per
   share, and (8) options to purchase 75,000 shares of the Company's
Common Stock at an exercise price of $9.50 per share.         
(3)      At December 31, 1999, Mr. Redfearn had been granted the following      
    options to purchase the Company's Common Stock, which options were
       exercisable at year end: (1) options to purchase 10,000 shares of the
     Company's Common Stock at an exercise price of $3.50 per share, (2)
       options to purchase 50,000 shares of the Company's Common Stock at an
   exercise price of $5.00 per share, (3) options to purchase 25,000
        shares of the Company's Common Stock at an exercise price of $5.00 per
         share, and (4) options to purchase 6,667 shares of the Company's Common
Stock at an exercise price of $6.125 per share.               
(4)      At December 31, 1999, Mr. Claytor had been granted the following       
    options to purchase the Company's Common Stock, which options were
       exercisable at year end: (1) options to purchase 10,000 shares of the
     Company's Common Stock at an exercise price of $3.65 per share, (2)
       options to purchase 15,000 shares of the Company's Common Stock at an
      exercise price of $5.00 per share, and (3) options to purchase 3,833
         shares of the Company's Common Stock at an exercise price of $6.125 per
share.                                                        
(5)      At December 31, 1999, Mr. Coward had been granted the following options
        to purchase the Company's Common Stock, which options were exercisable
     at year end: (1) options to purchase 25,000 shares of the Company's
       Common Stock at an exercise price of $5.00 per share, and (2) options
       to purchase 3,833 shares of the Company's Common Stock at an exercise
price of $6.125 per share.                                    
(6)      At December 31, 1999, Mr. Conser had been granted the following options
        to purchase the Company's Common Stock, which options were exercisable
     at year end: (1) options to purchase 16,800 shares of the Company's
      Common Stock at an exercise price of $3.50 per share, (2) options to
     purchase 10,000 shares of the Company's Common Stock at an exercise
         price of $3.625 per share, (3) options to purchase 10,000 shares of the
    Company's Common Stock at an exercise price of $5.00 per share and
      options to purchase 2,667 shares of the Company's Common Stock at an
exercise price of $6.125 per share.                           
(7)      At December 31, 1999, Mr. van Onselen had been granted options which   
        were exercisable at year end to purchase 8,333 shares of the Company's
Common Stock at an exercise price of $9.75 per share.         

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

     The following table sets forth, as of April 27, 2000, the number of
shares of Common Stock that were owned beneficially by (i) each person who is   
known by the Company to beneficially own more than 5% of the Common Stock, (ii) 
each director, (iii) the Named Executive Officers (as defined in "Executive     
Compensation") and (iv) all directors and executive officers of the Company as a
group:                                                                          

                                                        [Enlarge/Download Table]

                     Name and Address                        Amount and Nature              Percentage       
                    of Beneficial Owner                  of Beneficial Ownership(1)  of Outstanding Shares(1)
                    -------------------                  --------------------------  ------------------------
                                                                                                             
William Ehrman and Group(2).............................         3,756,237                     20.3%         
  c/o Arthur Goetchius                                                                                       
  300 Park Avenue, 21st Floor                                                                                
  New York, New York  10022                                                                                  

Luther King Capital Management Corporation(3)...........         1,373,000                      7.4%         
  301 Commerce, Suite 1600                                                                                   
  Fort Worth, TX  76102                                                                                      

Cramer Rosenthal McGlynn, LLC(4) .......................         1,094,050                      5.9%         
  707 Westchester Avenue                                                                                     
  White Plains, NY 10604                                                                                     

Gary O. Marino(5).......................................           955,695                      5%           
  RailAmerica, Inc.                                                                                          
  5300 Broken Sound Boulevard, N.W.                                                                          
  Boca Raton, Florida 33487                                                                                  

John H. Marino(6).......................................           130,628                      *            
  RailAmerica, Inc.                                                                                          
  King Street Station                                                                                        
  Suite 150, 1800 Diagonal Road                                                                              
  Alexandria, Virginia 22314                                                                                 

Donald D. Redfearn(7)...................................            81,543                      *            
  RailAmerica, Inc.                                                                                          
  5300 Broken Sound Boulevard, N.W.                                                                          
  Boca Raton, Florida 33487                                                                                  


13

10-K/A
14th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 14th

                                                        [Enlarge/Download Table]

                     Name and Address                        Amount and Nature              Percentage       
                    of Beneficial Owner                  of Beneficial Ownership(1)  of Outstanding Shares(1)
                    -------------------                  --------------------------  ------------------------
                                                                                                             

John M. Sullivan(8).....................................            53,667                      *            
  10279 SW Stones Throw Terrace                                                                              
  Palm City, Florida 34990                                                                                   

Richard Rampell(9)......................................            72,667                      *            
  122 North County Road                                                                                      
  Palm Beach, Florida 33480                                                                                  

Charles Swinburn(10)....................................            72,667                      *            
  1800 M. Street, NW                                                                                         
  Washington, D.C. 20036                                                                                     

Douglas R. Nichols(11)..................................           212,394                      1.1%         
  260 State Street                                                                                           
  Dallas, Texas 75201                                                                                        

W. Graham Claytor III(12)...............................            44,167                      *            
  Pier 33 North                                                                                              
  San Francisco, California 94111                                                                            

Jack F. Conser(13)......................................            50,256                      *            
  RailAmerica, Inc.                                                                                          
  5300 Broken Sound Boulevard, N.W.                                                                          
  Boca Raton, Florida 33487                                                                                  

Robert B. Coward(14)....................................           150,481                      *            
  U.S. Highway 84 West                                                                                       
  P.O. Box 487                                                                                               
  Gatesville, Texas  76528                                                                                   

Marinus van Onselen(15).................................             8,333                      *            
  RailAmerica, Inc.                                                                                          
  5300 Broken Sound Boulevard, N.W.                                                                          
  Boca Raton, Florida 33487                                                                                  

John M. Hovis(16).......................................            63,284                      *            
  1035 Bradford Court                                                                                        
  Keller, Texas 76248                                                                                        

Ferd. C. Meyer, Jr. (17) ..........................                 28,662                      *            
  Central and South West Corporation                                                                         
  616 Woodall Rodgers Freeway                                                                                
  Dallas, Texas 75022                                                                                        

William G. Pagonis(18).............................                 18,606                      *            
  Sears, Roebuck & Co.                                                                                       
  3333 Beverly Road                                                                                          
  Location B6-209B                                                                                           
  Hoffman Estates, IL  60179                                                                                 

All directors and executive officers as a group                  2,084,703                     10.4%         
  (14 persons)(19).................................                                                          


----------                                                                      
*       Less than 1%                                                          

(1)      A person is deemed to be the beneficial owner of securities that can be
        acquired by such person within 60 days upon the exercise of options or
         warrants. Each beneficial owner's percentage ownership is determined by
         assuming that options or warrants that are held by such person (but not
         those held by any other person) and that are exercisable within 60 days
        have been exercised. Unless otherwise noted, the Company believes that
      all persons named in the table have sole voting and investment power
        with respect to all shares of Common Stock beneficially owned by them.
(2)      Based on Schedule 1 to that certain Waiver and Supplemental Agreement  
   (the "Supplemental Agreement"), dated as of April 14, 2000 by and
       between the Company, and EGS Associates, L.P. ("EGS Associates"), EGS
         Partners, L.L.C. ("EGS Partners"), Bev Partners, L.P. ("Bev Partners"),
       Jonas Partners, L.P. ("Jonas Partners"), EGS Management, L.L.C. ("EGS
Management"), William Ehrman ("Ehrman"), Frederic Greenber,g  
    ("Greenberg"), Jonas Gerstl ("Gerstl") and Julia Oliver ("Oliver")
(collectively, the "EGS Group"), filed as Exhibit 4.2 with the
      Company's report on Form 8-K, filed with the Securities and Exchange
Commission on April 18, 2000.                                 

14

10-K/A
15th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 15th

      Consists of (i) 610,298 shares of Common Stock beneficially owned by
        EGS Associates, (ii) 380,815 shares of Common Stock beneficially owned
         by Bev Partners, (iii) 62,195 shares of Common Stock beneficially owned
         by Jonas Partners, (iv) 6,100 shares of Common Stock beneficially owned
     by EGS Overseas Fund ("EGS Overseas"), and (v) 100 shares of Common
      Stock beneficially owned by Greenberg. In addition, by reason of the
     provisions of Rule 13D-3 of the Securities Exchange Act of 1934, as
       amended (the "Act"), (x) EGS Partners, L.L.C. ("EGS Partners") may be
       deemed to own beneficially 2,696,729 shares of Common Stock purchased
    for discretionary accounts managed by it, as to which EGS Partners
    disclaims beneficial ownership, and (y) each of Ehrman, Greenberg,
         Gerstl and Oliver (collectively, the "General Partners"), since each of
       the General Partners, is a general partner of each of EGS Associates,
     Bev Partners and Jonas Partners and a member of EGS Partners may be
        deemed to own the 610,298 shares beneficially owned by EGS Associates,
         the 2,696,729 shares that may be deemed to be beneficially owned by EGS
         Partners, the 380,815 shares beneficially owned by Bev Partners and the
     62,195 shares beneficially owned by Jonas Partners, as to which the
       General Partners disclaim beneficial ownership. Pursuant to the terms
       of the Supplemental Agreement the EGS Group has agreed to vote at any
      annual or special meeting of stockholders either (1) in favor of the
      nominees or proposals of the Company's management or (2) in the same
       proportion as the other holders of Common Stock vote on any proposal.
(3)      Based on Amendment No. 3, dated February 8, 2000, to Schedule 13G.     
    Consists of 1,348,000 shares of Common Stock beneficially owned by
Luther King Capital Management, 12,500 shares of Common Stock 
     beneficially owned by Bryan King and 12, 500 shares of Common Stock
beneficially owned by Mason King.                             
(4)      Based on Schedule 13G dated January 31, 2000.                          
(5)      Includes (a) (i) 87,500 shares of Common Stock issuable upon the       
       exercise of presently exercisable options to purchase Common Stock at
       $3.40 per share, (ii) 87,500 shares of Common Stock issuable upon the
       exercise of presently exercisable options to purchase Common Stock at
        $3.75 per share, (iii) 87,500 shares of Common Stock issuable upon the
       exercise of presently exercisable options to purchase Common Stock at
   $4.15 per share, (iv) 75,000 shares of Common Stock issuable upon
       exercise of presently exercisable options to purchase Common Stock at
  $7.25 per share, (v) 75,000 shares of Common Stock issuable upon
       exercise of presently exercisable options to purchase Common Stock at
   $8.00 per share, (vi) 75,000 shares of Common Stock issuable upon
       exercise of presently exercisable options to purchase Common Stock at
       $8.75 per share and (vii) 75,000 shares of Common Stock issuable upon
       exercise of presently exercisable options to purchase Common Stock at
         $9.50 per share granted pursuant to option agreements with the Company;
   (b) 20,000 shares issuable upon exercise of presently exercisable
       options to purchase Common Stock at $5.00 per share granted under the
    1995 Stock Incentive Plan; and (c) (i) 16,667 shares issuable upon
       exercise of presently exercisable options to purchase Common Stock at
   $8.75 per share and (ii) 166,667 shares issuable upon exercise of
     presently exercisable options to purchase Common Stock at $9.00 per
      share, granted under the 1998 Executive Incentive Compensation Plan.
        The options which are exercisable to purchase 166,667 shares of Common
  Stock at 9.00 per share are subject to approval by the Company's
        stockholders of an amendment to the Company's 1998 Executive Incentive
   Compensation Plan increasing the number of shares of Common Stock
       available for issuance under such Plan. See "Executive Compensation."
(6)      Includes (i) 1,667 shares of Common Stock issuable upon the exercise of
      presently exercisable options to purchase Common Stock at $6.125 per
        share, (ii) 1,667 shares of Common Stock issuable upon the exercise of
  options exercisable on July 30, 2000 to purchase Common Stock at
       $6.125, (iii) 1,667 shares of Common Stock issuable upon the exercise
     of presently exercisable options to purchase Common Stock at $8.75,
  (iv) 16,667 shares of Common Stock issuable upon the exercise of
  presently exercisable options to purchase Common Stock at $9.00,
     granted under the Company's 1995 Non-Employee Director Stock Option
      Plan. The options which are exercisable to purchase 16,667 shares of
         Common Stock at 9.00 per share are subject to approval by the Company's
 stockholders of an amendment to the Company's 1995 Non-Employee
      Director Stock Option Plan increasing the number of shares of Common
Stock available for issuance under such Plan.                 
(7)      Includes (a) 25,000 shares of Common Stock issuable upon the exercise  
        of presently exercisable options to purchase Common Stock at $5.00 per
         share granted under the Company's 1995 Stock Incentive Plan; (b) 10,000
shares of Common Stock issuable upon the exercise of presently
         exercisable options to purchase Common Stock at $3.50 per share granted
       under the Company's 1995 Non-Employee Director Stock Option Plan; (c)
       50,000 shares of Common Stock issuable upon the exercise of presently
         exercisable options to purchase Common Stock at $5.00 per share granted
         under an option agreement with the Company; and (d) (i) 6,667 shares of
  Common Stock issuable upon the exercise of presently exercisable
         options to purchase Common Stock at $6.125 per share, (ii) 6,667 shares
      of Common Stock issuable upon the exercise of options exercisable on
         June 30, 2000 to purchase Common Stock at $6.125 per share, (iii) 6,667
shares of Common Stock issuable upon the exercise of presently
     exercisable options to purchase Common Stock at $8.75 per share and
  (iv) 36,667 shares of Common Stock issuable upon the exercise of
     presently exercisable options to purchase Common Stock at $9.00 per
         share granted under the Company's 1998 Executive Incentive Compensation
      Plan. The options which are exercisable to purchase 36,667 shares of
         Common Stock at 9.00 per share are subject to approval by the Company's
        stockholders of an amendment to the Company's 1998 Executive Incentive
   Compensation Plan increasing the number of shares of Common Stock
available for issuance under such Plan.                       
(8)      Includes (a) 30,000 shares of Common Stock issuable upon the exercise  
        of presently exercisable options to purchase Common Stock at $3.50 per
      share granted under the Company's 1992 Stock Option Plan and (b) (i)
      1,667 shares of Common Stock issuable upon the exercise of presently
        exercisable options to purchase Common Stock at $6.125 per share, (ii)
    1,667 shares of Common Stock issuable upon the exercise of options
        exercisable on July 30, 2000 to purchase Common Stock at $6.125, (iii)
      1,667 shares of Common Stock issuable upon the exercise of presently
       exercisable options to purchase Common Stock at $8.75 and (iv) 16,667
shares of Common Stock issuable upon the exercise of presently
      exercisable options to purchase Common Stock at $9.00, granted under
         the Company's 1995 Non-Employee Director Stock Option Plan. The options
    which are exercisable to purchase 16,667 shares of Common Stock at
       $9.00 per share are subject to approval by the Company's stockholders
   of an amendment to the Company's 1995 Non-Employee Director Stock
       Option Plan increasing the number of shares of Common Stock available
for issuance under such Plan                                  
(9)      Includes (i) 50,000 shares of Common Stock issuable upon the exercise  
        of presently exercisable options to purchase Common Stock at $4.81 per
        share, (ii) 1,667 shares of Common Stock issuable upon the exercise of
      presently exercisable options to purchase Common Stock at $6.125 per
         share, (iii) 1,667 shares of Common Stock issuable upon the exercise of
  options exercisable on July 30, 2000 to purchase Common Stock at
         $6.125, (iv) 1,667 shares of Common Stock issuable upon the exercise of
presently exercisable options to                              

15

10-K/A
16th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 16th
      purchase Common Stock at $8.75 and (v) 16,667 shares of Common Stock
         issuable upon the exercise of presently exercisable options to purchase
     Common Stock at $9.00 granted under the Company's 1995 Non-Employee
  Director Stock Option Plan. The options which are exercisable to
       purchase 16,667 shares of Common Stock at $9.00 per share are subject
  to approval by the Company's stockholders of an amendment to the
       Company's 1995 Non-Employee Director Stock Option Plan increasing the
         number of shares of Common Stock available for issuance under such Plan
(10)     Includes (i) 50,000 shares of Common Stock issuable upon the exercise  
        of presently exercisable options to purchase Common Stock at $4.19 per
        share, (ii) 1,667 shares of Common Stock issuable upon the exercise of
      presently exercisable options to purchase Common Stock at $6.125 per
         share, (iii) 1,667 shares of Common Stock issuable upon the exercise of
  options exercisable on July 30, 2000 to purchase Common Stock at
         $6.125, (iv) 1,667 shares of Common Stock issuable upon the exercise of
         presently exercisable options to purchase Common Stock at $8.75 and (v)
       16,667 shares of Common Stock issuable upon the exercise of presently
         exercisable options to purchase Common Stock at $9.00 granted under the
     Company's 1995 Non-Employee Director Stock Option Plan. The options
    which are exercisable to purchase 16,667 shares of Common Stock at
       $9.00 per share are subject to approval by the Company's stockholders
   of an amendment to the Company's 1995 Non-Employee Director Stock
       Option Plan increasing the number of shares of Common Stock available
for issuance under such Plan                                  
(11)     Consists of (i) 50,000 shares of Common Stock issuable upon the        
       exercise of presently exercisable options to purchase Common Stock at
      $3.50 per share, (ii) 1,667 shares of Common Stock issuable upon the
       exercise of presently exercisable options to purchase Common Stock at
        $6.125 per share, (iii) 1,667 shares of Common Stock issuable upon the
     exercise of options exercisable on July 30, 2000 to purchase Common
      Stock at $6.125, (iv) 1,667 shares of Common Stock issuable upon the
       exercise of presently exercisable options to purchase Common Stock at
        $8.75 and (v) 16,667 shares of Common Stock issuable upon the exercise
    of presently exercisable options to purchase Common Stock at $9.00
     granted under the Company's 1995 Non-Employee Director Stock Option
      Plan. The options which are exercisable to purchase 16,667 shares of
Common Stock at $9.00 per share are subject to approval by the
Company's stockholders of an amendment to the Company's 1995  
         Non-Employee Director Stock Option Plan increasing the number of shares
       of Common Stock available for issuance under such Plan. Also includes
        warrants to purchase 140,727 shares of Common Stock at $8.25 per share
        owned by First London Securities Corporation. Mr. Nichols is President
       and principal shareholder of First London Securities Corporation. See
"Certain Transactions."                                       
(12)     Includes (a) 10,000 shares of Common Stock issuable upon exercise of   
     presently exercisable options to purchase Common Stock at $3.65 per
      share granted under an option agreement with the Company; (b) 15,000
        shares of Common Stock issuable upon exercise of presently exercisable
       options to purchase Common Stock at $5.00 per share granted under the
         Company's 1995 Stock Incentive Plan; and (c) (i) 3,833 shares of Common
      Stock issuable upon the exercise of presently exercisable options to
        purchase Common Stock at $6.125 per share, (ii) 3,833 shares of Common
     Stock issuable upon the exercise of options exercisable on June 30,
       2000 to purchase Common Stock at $6.125 per share, (iii) 3,833 shares
     of Common Stock issuable upon the exercise of presently exercisable
    options to purchase Common Stock at $8.75 per share and (iv) 6,667
shares of Common Stock issuable upon the exercise of presently
         exercisable options to purchase Common Stock at $9.00 per share granted
     under the Company's 1998 Executive Incentive Compensation Plan. The
        options which are exercisable to purchase 6,667 shares of Common Stock
at $9.00 per share are subject to approval by the Company's   
        stockholders of an amendment to the Company's 1998 Executive Incentive
   Compensation Plan increasing the number of shares of Common Stock
available for issuance under such Plan.                       
(13)     Includes (a)16,800 shares of Common Stock issuable upon exercise of    
       presently exercisable options to purchase Common Stock at $3.50 under
       the Company's 1992 Stock Option Plan; (b) (i) 10,000 shares of Common
  Stock issuable upon exercise of presently exercisable options to
        purchase Common Stock at $3.50 per share, (ii) 10,000 shares of Common
  Stock issuable upon exercise of presently exercisable options to
    purchase Common Stock at $3.625, and (iii) 10,000 shares of Common
  Stock issuable upon exercise of presently exercisable options to
      purchase Common Stock at $5.00 per share granted under the Company's
     1995 Stock Incentive Plan; and (c) (i) 2,667 shares of Common Stock
         issuable upon the exercise of presently exercisable options to purchase
     Common Stock at $6.125 per share, (ii) 2,667 shares of Common Stock
       issuable upon the exercise of options exercisable on June 30, 2000 to
         purchase Common Stock at $6.125 per share, (iii) 2,667 shares of Common
      Stock issuable upon the exercise of presently exercisable options to
   purchase Common Stock at $8.75 per share and (iv) 5,000 shares of
  Common Stock issuable upon the exercise of presently exercisable
       options to purchase Common Stock at $9.00 per share granted under the
         Company's 1998 Executive Incentive Compensation Plan. The options which
       are exercisable to purchase 5,000 shares of Common Stock at $9.00 per
   share are subject to approval by the Company's stockholders of an
       amendment to the Company's 1998 Executive Incentive Compensation Plan
        increasing the number of shares of Common Stock available for issuance
under such Plan.                                              
(14)     Includes (a) 25,000 shares of Common Stock issuable upon the exercise  
        of presently exercisable options to purchase Common Stock at $5.00 per
     share granted under the 1995 Stock Incentive Plan and (b) (i) 3,833
shares of Common Stock issuable upon the exercise of presently
        exercisable options to purchase Common Stock at $6.125 per share, (ii)
         3,833 of Common Stock issuable upon the exercise of options exercisable
      on June 30, 2000 to purchase Common Stock at $6.125 per share, (iii)
      3,833 shares of Common Stock issuable upon the exercise of presently
      exercisable options to purchase Common Stock at $8.750 per share and
 (iv) 6,667 shares of Common Stock issuable upon the exercise of
     presently exercisable options to purchase Common Stock at $9.00 per
   share shares granted under the Company's 1998 Executive Incentive
        Compensation Plan. The options which are exercisable to purchase 6,667
      shares of Common Stock at $9.00 per share are subject to approval by
  the Company's stockholders of an amendment to the Company's 1998
       Executive Incentive Compensation Plan increasing the number of shares
of Common Stock available for issuance under such Plan.       
(15)     Includes 8,333 shares of Common Stock issuable upon exercise of        
     presently exercisable options to purchase Common Stock at $9.75 per
   shares granted pursuant to the Company's 1998 Executive Incentive
Compensation Plan.                                            
(16)     Includes 16,667 shares of Common Stock issuable upon exercise of       
     presently exercisable options to purchase Common Stock at $9.00 per
  share granted pursuant to the Company's 1998 Executive Incentive
 Compensation Plan. These options are subject to approval by the
        Company's stockholders of an amendment to the Company's 1998 Executive
       Incentive Compensation Plan increasing the number of shares of Common
Stock available for issuance under such Plan.                 

16

10-K/A
17th “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 17th

(17)     Includes 16,667 shares of Common Stock issuable upon exercise of       
     presently exercisable options to purchase Common Stock at $9.00 per
    share granted under the Company's 1995 Non-Employee Director Stock
     Option Plan. These options are subject to approval by the Company's
 stockholders of an amendment to the Company's 1995 Non-Employee
      Director Stock Option Plan increasing the number of shares of Common
Stock available for issuance under such Plan.                 
(18)     Includes 16,667 shares of Common Stock issuable upon exercise of       
     presently exercisable options to purchase Common Stock at $9.00 per
    share granted under the Company's 1995 Non-Employee Director Stock
     Option Plan. These options are subject to approval by the Company's
 stockholders of an amendment to the Company's 1995 Non-Employee
      Director Stock Option Plan increasing the number of shares of Common
Stock available for issuance under such Plan.                 
(19)     See notes (5) - (18) above.                                            

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                         

        First London Securities Corporation ("First London"), of which Douglas
Nichols, a director of the Company, is President and principal shareholder,     
served as the exclusive placement agent for the Company's private placements    
transactions consummated in September 1996, January 1997 and March 1999. As part
of the September 1996 private placement, First London received a $225,000       
placement fee, a $45,000 nonaccountable expense fee and one-year warrants to    
purchase 125,000 shares of Common Stock at an exercise price of $4.60 per share.
Such warrants were exercised on September 30, 1997. As part of the January 1997 
private placement, First London received a $375,750 placement fee, a $75,150    
nonaccountable expense fee and one-year warrants to purchase 167,000 shares of  
Common Stock at an exercise price of $5.75 per share. Such warrants were        
exercised in January 1998. As part of the March 1999 private placement, First   
London received a total of $436,450 in placement fees and cost reimbursements   
and one-year warrants to purchase 141,504 shares of Common Stock at an exercise 
price of $10.125 per share. These warrants expired March 3, 2000 unexercised.   

   First London also served as the exclusive placement agent for the
Company's private placement of Series A Convertible Redeemable Preferred Stock  
(the "Series A Preferred Stock") which had a final close in January 1999. As a  
part of the private placement of the Series A Preferred Stock, First London     
received a total of $822,700 in placement fees and cost reimbursements during   
December 1998 and the first quarter of 1999 and two-year warrants to purchase   
140,727 shares of Common Stock at an exercise price of $8.25 per share.         

During 1997, the Company sold all the outstanding stock of its
wholly-owned subsidiary, Huron Distribution Services, to a company owned by Mr. 
John Marino, Vice Chairman of the Board of Directors of the Company. The sale   
price was approximately $50,000, which consisted of cash and 10,085 shares of   
the Company's Common Stock valued at $44,629.                                   

During 1997, the Company sold all the outstanding stock of its
wholly-owned subsidiary, Evansville Terminal Company, to a group of investors   
including a company owned by Mr. John Marino. The sale price was approximately  
$540,000, which consisted of cash, a short-term note, a $450,000 purchase money 
mortgage bearing interest at 8% per annum with a maturity date of October 2002  
and 8,502 shares of the Company's Common Stock valued at $50,000.               

During 1997, the Company sold all the outstanding stock of its
wholly-owned subsidiary, Gettysburg Scenic Rail Tours, Inc. ("GSRT"), certain   
railroad equipment and substantially all the assets of Gettysburg Railway       
("GBR") to a company owned by Mr. John Marino. The sale price for GSRT and the  
railroad equipment was $500,000, which consisted of cash and 62,602 shares      
of the Company's Common Stock valued at $385,000. The sale price for            
substantially all of the assets of GBR was $1.45 million, which consisted of    
cash in the amount of $300,000, an $800,000 promissory note bearing interest at 
8.5% per annum due June 30, 1998 and a $350,000 mortgage note bearing interest  
at 8.5% per annum, which calls for monthly payments of $3,037, and has a        
maturity date of June 30, 2003. The maturity date of the $800,000 promissory    
note has been extended until June 2000.                                         

In connection with Gary Marino's Employment Agreement with the
Company, Mr. Marino has been granted shares of common stock from time to time,  
the consideration for which is a promissory note issued by Mr. Marino to the    
Company. So long as Mr. Marino remains employed as an officer of the Company,   
the note is forgiven and the stock is granted. Should Mr. Marino terminate his  
employment with the Company he will still be granted the shares of Common Stock 
but must pay whatever balance remains on the note at that time. See "Executive  
Compensation".                                                                  

         As of December 31, 1999, $1.15 million of notes receivable from related
parties is included in notes receivable, less current portions on the           
consolidated balance sheet.                                                     

    The Company believes that the transactions described above were on
terms comparable to these which might have been obtained from unaffiliated      
parties.                                                                        

17

10-K/A
Last “Page” of 18
TOC
1st
Previous
Next
↓Bottom
Just 18th

 SIGNATURE

       In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Company has duly caused this Amendment to be signed on its behalf  
by the undersigned thereunto duly authorized.                                   

Date:    April 28, 2000            RAILAMERICA, INC.                            

            By: /s/ Gary O. Marino
                                     ---------------------------------------
                                     Gary O. Marino, Chief Executive Officer
                           (Principal Financial Officer)

           By: /s/ Larry W. Bush
                                     ---------------------------------------
                       Larry W. Bush, Controller
                            (Principal Accounting Officer)

        In accordance with the Securities Exchange Act of 1934, this Amendment
has been signed below by the following persons on behalf of the Company in the  
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

                 SIGNATURES                                TITLE                        DATE     
                 ----------                                -----                        ----     

                                                                                                 
/s/ Gary O. Marino                                  Chairman, President,           April 28, 2000
----------------------------------------     Chief Executive Officer and Director                
Gary O. Marino                                                                                   

/s/ Donald D. Redfearn                    Chief Administrative Officer, Executive  April 28, 2000
----------------------------------------   Vice President, Secretary and Director                
Donald D. Redfearn                                                                               

/s/ John H. Marino                                        Director                 April 28, 2000
----------------------------------------                                                         
John H. Marino                                                                                   

/s/ Douglas R. Nichols                                    Director                 April 28, 2000
----------------------------------------                                                         
Douglas R. Nichols                                                                               

/s/ Richard Rampell                                       Director                 April 28, 2000
----------------------------------------                                                         
Richard Rampell                                                                                  

/s/ Charles Swinburn                                      Director                 April 28, 2000
----------------------------------------                                                         
Charles Swinburn                                                                                 

/s/ John M. Sullivan                                      Director                 April 28, 2000
----------------------------------------                                                         
John M. Sullivan                                                                                 

/s/ Ferd. C. Meyer, Jr.                                   Director                 April 28, 2000
----------------------------------------                                                         
Ferd. C. Meyer, Jr.                                                                              

/s/ William G. Pagonis                                    Director                 April 28, 2000
----------------------------------------                                                         
William G. Pagonis                                                                               


18

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		6/30/03		17					10-Q
		12/31/00		8					10-K405
		7/30/00		15		16
		6/30/00		15		16			10-Q
Filed on:		4/28/00		18
		4/27/00		1		13
		4/18/00		14					8-A12G/A,  8-K
		4/15/00		11
		4/14/00		14
		4/13/00		9		11			8-K
		3/19/00		11
		3/3/00		17
		2/8/00		15
		1/31/00		15
For Period End:		12/31/99		1		17			10-K
		4/8/99		9
		1/1/99		8
		12/31/98		6		12			10-K
		6/30/98		5		17			10-Q
		4/16/98		10
		1/1/98		8
		12/31/97		6					10-K
		9/30/97		17					10-Q
		1/3/97		9
		12/31/96		7					10KSB,  10KSB/A
		6/30/95		5
		1/1/95		9		10
		3/1/94		2
		7/1/92		8
									List all Filings