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                   PROXY FOR SPECIAL MEETING OF STOCKHOLDERS        EXHIBIT 99.1
                              OF XTRA CORPORATION
                               NOVEMBER 27, 1998
 
  The undersigned hereby constitutes and appoints Robert B. Goergen and Lewis
Rubin, and each of them with full power of substitution, as proxies to vote and
act at the Special Meeting of Stockholders of XTRA Corporation (the "Company")
initially called to be held on November 27, 1998 at 10:00 a.m. Eastern Standard
Time at the offices of Ropes & Gray, 36th Floor, One International Place,
Boston Massachusetts, and at any adjournments or postponements thereof with
respect to the number of shares of capital stock of the Company as to which the
undersigned may be entitled to vote or act. The undersigned instructs such
proxy, or any substitute (i) to vote on the proposals specified below as
directed below by the undersigned, all such matters being as described in the
accompanying Proxy Statement/Prospectus, dated [     ], receipt of which is
acknowledged and (ii) to vote on any matters which may come before the meeting,
in such manner as they may determine. All proxies heretofore given by the
undersigned in respect of said Special Meeting are hereby revoked.
 
  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. UNLESS OTHERWISE
SPECIFIED IN THE BOXES PROVIDED BELOW, THIS PROXY WILL BE VOTED FOR APPROVAL OF
EACH OF THE PROPOSALS, AND, IN THE DISCRETION OF THE NAMED PROXIES, AS TO ANY
OTHER MATTER THAT MAY COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENTS
THEREOF.
 
  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF THE
MERGER AGREEMENT.
1. To approve and adopt an Agreement and Plan of Merger and Recapitalization
   (the "Recapitalization Merger Agreement") dated as of June 18, 1998, as
   amended and restated as of July 31, 1998, by and between Wheels MergerCo LLC
   ("MergerCo") and the Company, the merger of MergerCo with and into the
   Company contemplated thereby and other such matters as are reasonably
   necessary or advisable for the consummation of the transactions contemplated
   in the Recapitalization Merger Agreement. The Recapitalization Merger
   Agreement provides, among other things, that the owner of each outstanding
   share of common stock, par value $.50 per share, of the Company (the
   "Company Common Stock") issued and outstanding immediately prior to the
   effective time of the Merger (other than shares of Company Common Stock
   owned by the Company or any subsidiary of the Company, which will be
   cancelled and retired, and other than shares of Company Common Stock subject
   to appraisal rights) can elect either to receive $65.00 in cash (the "Cash
   Consideration") for that share or to retain that share, with cash to be paid
   in lieu of fractional shares of Company Common Stock. This election is
   subject to proration so that upon consummation of the Merger, the existing
   holders of the Company Common Stock will retain 500,000 shares of the
   Company Common Stock (constituting approximately 3% of shares currently
   outstanding and 10% of the Company Common Stock after the Merger) and will
   receive $65.00 per share in cash for the balance of the Company Common Stock
   (approximately 97% of shares currently outstanding). Holders of Company
   Common Stock electing to retain shares of Company Common Stock will have to
   properly complete and sign a form of election (the "Form of Election") and
   such Form of Election, together with all certificates representing shares of
   Company Common Stock, must be received by Boston Equiserve by 5:00 p.m.,
   Boston time, on the second business day next preceding the date of the
   Special Meeting.
                           FOR    AGAINST    ABSTAIN
                          [_]   [_]     [_]
 
2. To approve the 1998 XTRA Corporation Stock Option and Incentive Award Plan.
 
                           FOR    AGAINST    ABSTAIN
                          [_]   [_]     [_]
 
  Please sign exactly as your name(s) appears on your stock certificate. When
signing as attorney, executor, administrator, trustee, or guardian, please sign
your name and full title as such. Each joint owner should sign.
 
--------------------------------   Date: ______________________________________
Name of Stockholder (please print)
 
                                   Signature(s): ______________________________